Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent prior to 10:00 a.m. (New York City time) on or prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Post-Petition Agent in the form of a Notice of Borrowing (which notice must be received by the Post-Petition Agent prior to 10:00 8:30 a.m. (New York City time) on or three Business Days prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Amount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base a Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If , provided that if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Upon receipt of the Notice of Borrowing, the Post-Petition Agent will promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Tranche C Lender's Tranche C Pro Rata Share of that the Borrowing. (c) Each Tranche C Lender will make the amount of its Tranche C Pro Rata Share of each Borrowing available to the Post-Petition Agent for the account of the Borrower, at the Post-Petition Agent's Payment Office on the Borrowing Date requested by the Borrower in Same Day Funds by 11:00 a.m. (New York time). The proceeds of all such Tranche C Loans will then be made available to the Borrower by the Post-Petition Agent by wire transfer in accordance with written instructions provided to the Post-Petition Agent by the Borrower of like funds as received by the Post-Petition Agent; provided that the Post-Petition Agent shall disburse such funds as it has received from the Tranche C Lenders to the Borrower, no later then 1:00 p.m. (New York time). (d) After giving effect to any Borrowing, there may not be more than six different Interest Periods in effect in respect of all Tranche C Loans together then outstanding. (e) After giving effect to any Borrowing, the amount of Tranche C Loans so made on any date shall not exceed the combined Tranche C Commitments on such date.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. 12:00 noon (New York City time) (i) on or three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, and such notice shall specify(ii) the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which (i) in the case of Base Rate Loans shall be in an aggregate minimum mount of $500,000 and (ii) in the case of Eurocurrency Loans shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Eurocurrency Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Eurocurrency Loans, such Interest Period shall be one month: provided; and (E) if such Loan is to be made as a Eurocurrency Loan in an Alternative Currency, howeverthe currency thereof; PROVIDED, HOWEVER, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 11:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing for a Revolving Loan and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Subject to subsection (e) below, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 2:00 p.m. (New York time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five different Interest Periods in effect for Eurocurrency Loans. (e) If the Borrowing of a Eurocurrency Loan is requested in an Alternative Currency that is not commonly dealt with by a Lender or is in an interbank Eurocurrency market in which a Lender does not regularly participate, such Lender shall notify Agent and Agent shall make such Lender's Pro Rata share of such Borrowing and immediately upon the making of such Loan by Agent, such Lender (the "Participating Lender") shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation in such Eurocurrency Loan equal to the Pro Rata Share of such Participating Lender and in any security therefor and guaranty pertaining thereto, but in no event greater than an amount which, when added to such Participating Lender's Pro Rata Share of all Revolving Loans and LC Obligations then outstanding exceeds such Participating Lender's Commitment. Whenever the Agent receives a payment on account of any such Eurocurrency Loan, including interest thereon, the Agent shall promptly pay to the Participating Lender in immediately available funds an amount equal to such Participating Lender's Pro Rata Share. The Participating Lender shall have all rights and benefits with respect to its participation interest in such Eurocurrency Loan as if it had made such Eurocurrency Loan directly, including under Sections 2 and 3 hereof.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City Honolulu, Hawaii time) on or (i) four Business Days prior to the requested Borrowing Datedate, in the case of LIBO Rate Advances; and such notice shall specify(ii) one Business Day prior to the requested Borrowing date, in the case of Prime Rate Advances, specifying: (A) whether the Borrowing is to be comprised of LIBO Rate Advances and/or Prime Rate Advances; (B) the amount of the Borrowing, which ; PROVIDED that LIBO Rate Advances shall be in an aggregate minimum principal amount of Two Million Dollars ($5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 2,000,000) or any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof; provided, however, and that the Borrower may request (x) up to two Borrowings of Base Prime Rate Loans Advances shall be in a an aggregate minimum principal amount of One Hundred Thousand Dollars ($500,000 100,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)excess thereof; (BC) the requested Borrowing Datedate, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in if the case requested Borrowing consists of Base one or more LIBO Rate LoansAdvances, the duration of the Interest Period applicable to the Loans included in such notice. If thereto; PROVIDED HOWEVER, that if the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar such LIBO Rate LoansAdvances, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. three (New York City time3) on the Closing Date and such Borrowing will consist of Base Rate Loans onlymonths. (b) The Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Commitment Percentage of that the Borrowing. (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time on the Borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of First Hawaiian Bank or such other accounts as the Borrower, may specify, with the aggregate of the amounts made available to the Administrative Agent by the Banks and like funds as received by the Administrative Agent. (d) The proceeds from Advances shall be used for general corporate purposes, including working capital, set aside letters for bonding purposes, development and land acquisition and not in contravention of any provision of this Agreement or any Requirement of Law. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, all LIBO Rate Advances shall automatically be converted into Prime Rate Advances. The Borrower shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any such conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below. (f) After giving effect to any Borrowing, there shall not be more than five (5) LIBO Rate Advances in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans The Company may borrow under the Commitments on any Business Day, provided that, with respect to any borrowing, the Company shall be made upon give the Borrower’s Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (or, with respect to Swing Line Loans, 3:00 p.m.), New York City time, (i) on or three Business Days prior to the requested Borrowing Date if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested 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) and such notice shall specify: specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Loans or Alternate Base Rate Loans or $1,000,000 in a combination thereof, (C) if the case of Base Rate borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans and (D) whether the Loan is a Term Loan, a Swing Line Loan or any multiple of $1,000,000 in excess thereofa Revolving Credit Loan; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing Date shall be delivered to made initially as Alternate Base Rate Loans. Upon receipt of such notice the Administrative Agent no shall promptly notify each Lender. Not later than 10:00 a.m. (12:00 noon, New York City time) , on the Closing Borrowing Date specified in such notice, each Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 11.2 (or at 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 (except that proceeds of Swing Line Loans will be made available to the Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Company, at the office of the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by the Administrative Agent from the Lenders and such Borrowing will consist of Base Rate Loans onlyin like funds as received by the Administrative Agent. (b) The Agent will promptly notify each Bank Any borrowing of its receipt of any Notice of Borrowing Eurodollar Loans hereunder shall be in such amounts and of be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of such Bank’s Pro Rata Share all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of that Borrowing$500,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. (a1) Each Borrowing of Loans shall be made upon the Borrower’s Borrowers' irrevocable written notice delivered to the Administrative Agent in the form of a notice of borrowing ("Notice of Borrowing Borrowing"), which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City i) 12:00 noon (Atlanta, Georgia time) on or three Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Revolving Loans, and such notice shall specify(ii) 12:00 noon (Atlanta, Georgia time) on the requested Funding Date, in the case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans a LIBOR Revolving Loan must equal or exceed $1,000,000 in the case of Base Rate Loans, or any multiple 10,000,000 (and increments of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aamount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansLIBOR Revolving Loans (and if not specified, such it shall be deemed a request for an Interest Period shall be of one month: ); provided, however, that with respect to any Borrowing the Borrowings to be made on during the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) period commencing on the Closing Date and ending on the seventh day after the Closing Date, such Borrowing Borrowings will consist of Base Rate Revolving Loans only. (b2) In lieu of delivering a Notice of Borrowing, the Borrowers may give the Administrative Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (3) The Agent will promptly notify each Bank Borrowers shall have no right to request a LIBOR Revolving Loan while a Default or Event of its receipt of any Notice of Borrowing Default has occurred and of the amount of such Bank’s Pro Rata Share of that Borrowingis continuing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (New York City Chicago time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; (ii) on the requested Borrowing Date, in the case of Fixed Rate Loans, and such notice shall specify(iii) on the requested Borrowing Date, in the case of Reference Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 500,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; provided that if the Notice of Borrowing fails to specify the type of Loan, the Loan shall be a Reference Rate Loan; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Fixed Rate Loans or Offshore Rate Loans, such Interest Period shall be one day or one month: , respectively. provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. (New York City Chicago time) on one Business Day before the Closing Date and such Borrowing will consist of Base Reference Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 2:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BAI (or the commercial banking Affiliate of any successor agent appointed pursuant to Section 9.9 hereof, as applicable) with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing As a condition precedent to borrowing of Loans hereunder, the Borrower shall be made upon give the Borrower’s Administrative Agent an irrevocable written notice delivered to the Agent substantially in the form of a Notice EXHIBIT A-1 (i) in the case of Borrowing Tranche A Loan, on or prior to the Closing Date (which notice must be received by the Administrative Agent prior to 10:00 a.m. (a.m., New York City time) time on or prior to the requested Borrowing Closing Date), and such notice shall specify: (Aii) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in Tranche B Loan, on any Business Day, at the case option of Base Rate Loansthe Borrower, or any multiple of $1,000,000 in excess thereof; provided, however, that during the Borrower may request Availability Period (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required which notice must be received by the last sentence of Section 2.13(aAdministrative Agent prior to 10:00 a.m., New York City time on such day); , in each case specifying (B1) that a Loan is requested, (2) the aggregate amount to be borrowed, (3) the requested Borrowing Date, borrowing date (which shall be a Business Day; ), (C4) whether the Type borrowing is to be of Loans comprising the Borrowing; (D) other than in the case of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, (5) if the borrowing is to be entirely or partly of Eurodollar Loans, the duration amounts of such Eurodollar Loans and the lengths of the initial Interest Period applicable Periods therefore, (6) the number and the location of the account to which the proceeds are to be disbursed (consistent with the provisions of hereof) and (7) the details of the Notes to be issued. Upon receipt of any such 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 Loans included Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in SECTION 9.2 prior to 11:00 a.m., New York City time, on the 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 by subscription of the Notes in the manner specified by the Borrower in such Notice of 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 (net of the Pre-Funded Interest and fees and expenses then due and payable (if any)). If the Borrower fails to indicate the initial Interest Periods in such notice. If , the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be made upon the Borrower’s irrevocable written notice delivered requested pursuant to the Agent in terms of Section 5.2 of the form of a Notice of Borrowing Participation Agreement, provided, that the Borrower shall give the Bank irrevocable notice (which notice must be received by the Agent Bank prior to 10:00 a.m. 12:00 Noon, prevailing Eastern time, at least three (New York City time3) on or Business Days prior to the requested Borrowing Date, and such notice shall specify: Date specifying (Ai) the amount to be borrowed (which on any date shall not be in excess of the Borrowingthen Available Commitments), which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is to be a Business Day; (C) the Type combination of Eurodollar Loans comprising the Borrowing; (D) other than in the case of Base Rate and ABR Loans, the duration respective amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the Loans included in such notice. If the Notice of Borrowing fails 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: provided, however, that with respect deemed to any Borrowing to be made on have delivered such notice upon the Closing Date, delivery of a notice by the Notice of Borrowing shall be delivered to Construction Agent or the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and Lessee containing such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its required information. Upon receipt of any Notice of Borrowing and such notice from the Borrower, the Bank shall make such borrowing available for the account of the Borrower at the office of the Bank specified in Section 9.2 prior to 12:00 Noon, prevailing Eastern time, on the Borrowing Date requested by the Borrower in funds immediately available. No amount of any Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder, except as set forth in Section 5.2(d) of the Participation Agreement. The Borrower may request the issuance of one or more Letters of Credit in accordance with Section 2.12. For the period prior to the Completion Date for each Property (without regard to receipt of any such Bank’s Pro Rata Share of that Borrowing.notice as referenced in

Procedure for Borrowing. (a) Each Borrowing of Loans (other than an L/C Borrowing) shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. 12:00 noon (New York City Chicago time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans and such notice shall specify(ii) on the date of the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 100,000, or any multiple of $10,000 in the case of Eurodollar Rate Loans or $1,000,000 excess thereof, in the case of Base Rate Loans, and $500,000, or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that in the Borrower may request (x) up to two Borrowings case of Base Offshore Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the Type of Loans comprising the Borrowing;; and (Div) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: providedthree months; PROVIDED, howeverHOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. (New York City Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and PROVIDED FURTHER, all Borrowings during the first 90 days following the Closing Date (or such shorter period as determined by the Agent) shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 2:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BAI with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five different Interest Periods in effect.

Procedure for Borrowing. (a1) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Agent in the form of a notice of borrowing ("Notice of Borrowing Borrowing"), which notice must be received by the Agent prior to 10:00 a.m. (New York City i) 12:00 noon (Chicago time) on or three Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Rate Loans and such notice shall specify(ii) 11:00 a.m. (Chicago time) on the requested Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar a LIBOR Rate Loans Loan must equal or exceed $1,000,000 in the case of Base Rate Loans, or any multiple (and increments of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aamount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansLIBOR Revolving Loans (and if not specified, such it shall be deemed a request for an Interest Period shall be of one month: ); provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing Borrowings will consist of Base Rate Revolving Loans only. (b2) In lieu of delivering a Notice of Borrowing, the Borrower may give the Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (3) The Agent will promptly notify each Bank Borrower shall have no right to request a LIBOR Rate Loan while an Event of its receipt of any Notice of Borrowing Default has occurred and of the amount of such Bank’s Pro Rata Share of that Borrowingis continuing.

Procedure for Borrowing. (a) Each Borrowing of Loans Revolving Advances shall be made upon the Borrower’s irrevocable written notice request therefor (the “Borrowing Request”) delivered in writing to the Administrative Agent in the form of a Notice of Borrowing duly completed; which notice must be received by the Administrative Agent prior to 10:00 a.m. no later than 12:00 p.m. (New York City time) on or prior to three (3) Business Days preceding the requested Borrowing Date, and such notice shall specify: Funding Date specifying (Ai) the amount of the Borrowing, (ii) if a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be in an aggregate minimum amount a period contemplated by the definition of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter term “Interest Period,” and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Biii) the requested Borrowing Funding Date, which shall be a Business Day; (C) . All Revolving Advances requested in any Borrowing Request must be in an amount not less than $1,000,000 and integral multiples of $500,000 in excess thereof, unless the Type of Loans comprising amount available for further Advances is less than $1,000,000, in which event the Borrowing; (D) other than Borrowing Request must be in an amount equal to the case of Base Rate Loans, the duration of the maximum amount then available for further Advances. If no Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that is specified with respect to any Borrowing to be made on the Closing Daterequested Borrowing, the Notice of Borrowing then Borrower shall be delivered deemed to have selected an Interest Period of one month’s duration. Making of Advances. Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Administrative Agent shall notify the Agent no Revolver Lenders, not later than 10:00 a.m. 1:00 p.m. (New York City time) on two (2) Business Days immediately preceding the Closing Funding Date and such Borrowing will consist applicable thereto, by telecopy, telephone, or other similar form of Base Rate Loans only. (b) The Agent will promptly notify each Bank transmission, of its receipt of any Notice of Borrowing and of the requested Borrowing. Each Revolver Lender shall make the amount of such BankRevolver Lender’s Pro Rata Share of the requested Borrowing available to Administrative Agent in immediately available funds, to such account of Administrative Agent as Administrative Agent may designate, not later than 1:00 p.m. (New York time) on the Funding Date applicable thereto. After Administrative Agent’s receipt of the proceeds of such Revolving Advances, upon satisfaction of the applicable conditions precedent set forth in Article 3 hereof, Administrative Agent shall make the proceeds of such Advances available to Borrower on the applicable Funding Date by transferring same day funds equal to the proceeds of such Revolving Advances received by Administrative Agent to the account designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(c), Administrative Agent shall not request any Revolver Lender to make, and no Revolver Lender shall have the obligation to make, any Advance if Administrative Agent shall have received written notice from any Revolver Lender, or otherwise has actual knowledge, that (1) one or more of the applicable conditions precedent set forth in Article 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived by Administrative Agent, or (2) the requested Borrowing would exceed the Availability of the Borrower requesting the Advance on such Funding Date. Unless Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Administrative Agent may assume that each Lender has made or will make such amount available to Administrative Agent in immediately available funds on the Funding Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds and Administrative Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Administrative Agent, together with interest at the Defaulting Lenders Rate for each day during such period. A notice submitted by Administrative Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Administrative Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Funding Date, Administrative Agent will notify Borrower of such failure to fund and, upon demand by Administrative Agent, Borrower shall pay such amount to Administrative Agent for Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Administrative Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Administrative Agent. Administrative Agent may hold and, in its discretion, re-lend to Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (-0-). This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable or (y) the requisite non-Defaulting Lenders and Administrative Agent shall have waived such Lender’s default in writing. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by Borrower of its duties and obligations hereunder.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans ----------------------- shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (New York City San Francisco time) on or three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) prior to 9:00 A.M. (San Francisco time) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base with respect to Offshore Rate Loans, ; the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one (1) month: ; provided, however, that with respect to any the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. (New York City San Francisco time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent or by wire transfer in accordance with written instructions provided to the Agent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 10:30 a.m. (New York City San Francisco time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: three months. provided, however, that with respect to any the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 10:30 a.m. (New York City San Francisco time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 12:30 p.m. (San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City local time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and such notice shall specify(iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans requested) pursuant to Section 2.06(b) or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request 3.03(b)) be (x) up a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter by the Agent) and (y) Borrowings a higher integral multiple of Base Rate Loans in such amount as is necessary to pay to 500,000 units of the Agent the amounts required by the last sentence of Section 2.13(a)Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising the such Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that ); (E) with respect to any Borrowing to be made on the Closing DateOffshore Rate Loans, the Notice Applicable Currency for such Borrowing; and (F) the identity of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and Borrower requesting such Borrowing will consist of Base Rate Loans onlyBorrowing. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of Term A Loans, the amount of such BankLender’s Pro Rata Share Term A Percentage of that such Borrowing, (ii) in respect of Borrowings of Term B Loans, the amount of such Lender’s Term B Percentage of such Borrowing, and (iii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (x) the amount of such Lender’s Revolving Percentage of such Borrowing and (y) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in clause (iii)(y) of the preceding sentence. (c) Each Lender will make the amount of its applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the 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 such ▇▇▇▇▇▇▇▇. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed 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, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a1) Each Borrowing for the account of Loans the Borrower shall be made upon the Borrower’s 's irrevocable written notice delivered to the Agent in the form of a notice of borrowing in the form attached hereto as EXHIBIT E ("Notice of Borrowing") together with a Borrowing Base Certificate for the Borrower reflecting sufficient Availability for the Borrower, (which notice must be received by the Agent prior to 10:00 a.m. (New York City Chicago time) on or (i) three (3) Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Revolving Loans and such notice shall specify(ii) no later than 10:00 a.m. on the requested Funding Date, in the case of Base Rate Revolving Loans, specifying: (A) the amount of the Borrowing, Borrowing (which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate LIBOR Loans or $1,000,000 shall be in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 and in any fiscal quarter and (y) Borrowings integral multiples of Base Rate Loans $500,000 in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aexcess thereof); (B) the requested Borrowing Funding Date, which shall be a Business Day; (C) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable if the requested Revolving Loans are to the Loans included in such noticebe LIBOR Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LIBOR Revolving Loans, such Interest Period shall be one month: provided; PROVIDED, howeverHOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing Borrowings will consist of Base Rate Revolving Loans only. (b2) The Agent will promptly notify each Bank With respect to any request for Base Rate Revolving Loans, in lieu of its receipt of any delivering the above-described Notice of Borrowing and Borrowing, the Borrower may give the Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in writing within 24 hours of the amount giving of such Bank’s Pro Rata Share of that Borrowingnotice but the Agent shall be entitled to rely on the telephonic notice in making such Revolving Loans.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. (New York City Chicago time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: three months. provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. 12:00 p.m. (New York City Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 11:00 a.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 10:30 a.m. (New York City Chicago time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 3,000,000 or any multiple of $1,000,000 250,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: three months; provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if the Agent has determined in its sole discretion that syndication of the Loans has not been completed, then all Borrowings during the first 30 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month; provided, further, that with the consent of each applicable Lender, Loans made during such 30 day period may have interest periods of less than one month. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and and, in respect of Borrowings of Revolving Loans, of the amount of such Bank’s Revolving Lender's Pro Rata Revolving Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect. (e) The Company hereby authorizes the 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 Company. The Company agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed 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, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City local time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and such notice shall specify(iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans requested) pursuant to Section 2.06(b) or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request 3.03(b)) be (x) up a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter by the Agent) and (y) Borrowings a higher integral multiple of Base Rate Loans in such amount as is necessary to pay to 500,000 units of the Agent the amounts required by the last sentence of Section 2.13(a)Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising the such Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that ); (E) with respect to any Borrowing to be made on the Closing DateOffshore Rate Loans, the Notice Applicable Currency for such Borrowing; and (F) the identity of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and Borrower requesting such Borrowing will consist of Base Rate Loans onlyBorrowing. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the amount of each applicable Term Lender’s Term Percentage of such Borrowing and (ii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (x) the amount of such BankLender’s Pro Rata Share Revolving Percentage of that such Borrowing and (y) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in clause (ii)(y) of the preceding sentence. (c) Each Lender will make the amount of its Applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as and when received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the 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 such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed 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, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing (other than a Borrowing of Loans Swing Line Loans, Specified L/C Loans, a L/C Borrowing or a Bidco Loan Notes Credit Support Advance) shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to (i) 10:00 a.m. (New York City Chicago time) on or two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) 10:00 a.m. (Chicago time) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans in an Offshore Currency and such notice shall specify(iii) 12:00 noon (Chicago time) on the date of the requested Borrowing, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 500,000, or any multiple of $250,000 in the case of Eurodollar Rate Loans or $1,000,000 excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $1,000,000 500,000 in excess thereof; provided, however, that in the Borrower may request (x) up to two Borrowings case of Base Offshore Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether such Loan shall be a Revolving Loan, a Term Loan A or a Term Loan B; (iv) the Type of Loans comprising the Borrowing; (Dv) other than in if a Revolving Loan comprised of Offshore Currency Loans, the case of Base Applicable Currency; (vi) if the Loan then requested is to be an Offshore Rate LoansLoan, the duration of the Interest Period applicable to the such Loans included in such notice. If , provided, however, that in the event the Notice of Borrowing -------- ------- fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: three months; and (vii) if such Loans are Special Funding Loans, whether such Special Funding Loans will be utilized by the Company on the Initial Funding Date, a Squeeze-Out Related Purchase Date or the Squeeze-Out Date, as applicable; provided, however, that with respect to any the Borrowing to be made on the Closing initial -------- ------- Special Funding Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. (New York City Chicago time) on the Closing initial Special Funding Date and such Borrowing will consist of Base Rate Loans only; and provided further, all -------- ------- Borrowings during the first 90 days following the initial Special Funding Date (or such shorter period as determined by the Agent) shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Lender's Pro Rata Share of the Borrowing. In the case of a Borrowing of Revolving Loans comprised of Offshore Currency Loans, such notice will provide the amount of each Lender's ProRata Revolving Share of the Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender's Pro Rata Revolving Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.15(a). --------------- (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Agent may specify. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than (x) at any time prior to the 120th day following the Squeeze-Out Date, fifteen (15) and (y) thereafter, seven (7) different Interest Periods in effect with respect to Offshore Rate Loans. (e) The obligation of each Lender to make any Loan on a Special Funding Date is subject to the following conditions precedent: The Company may request a Borrowing of Special Funding Loans on any Special Funding Date in the event that Borrowing(i) the Announcement Date shall have occurred; (ii) each Lender has executed and delivered the Special Funding Procedure Letter to the Agent; (iii) the Company has established the Special Funding Account, and shall have granted to the Agent, for the benefit of itself and the Lenders, a first priority security interest in the Special Funding Account and any and all funds from time to time on deposit therein, and the Agent shall have received evidence that all actions necessary or, in the opinion of Agent, desirable to perfect and protect a first priority Lien in the Special Funding Account and on all funds on deposit therein have been taken; and (iv) there shall not exist on any Special Funding Date a judgment, order, injunction or other restraint issued or filed with respect to (w) any Offer Document or the consummation of the Offer, (x) the Special Funding Account or any funds on deposit therein, (y) the making of Special Funding Loans or (z) this Agreement or any other Loan Document.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent (i) prior to 10:00 a.m. 12:00 noon (New York City time) one Business Day prior to the requested Borrowing date, in the case of any portion of the initial Loan which is an Offshore Rate Loan, (ii) prior to Noon (New York City time) three Business Days prior to the requested Borrowing date, in the case of all other Offshore Rate Loans; and (iii) prior to Noon (New York City time) on or prior to the requested Borrowing Datedate, and such notice shall specifyin the case of Base Rate Loans, specifying in each case: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of Twenty Five Million Dollars ($5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 25,000,000) or any multiple of Five Million Dollars ($1,000,000 5,000,000) in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings thereof for each Type of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Loan; (B) the requested Borrowing Datedate, which shall be a Business Day; (C) whether the Type Borrowing is to be comprised of Offshore Rate Loans comprising the Borrowingor Base Rate Loans; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided. The exercise by the Company of the elections specified above shall be subject to the limitation that no more than twenty Tranches of Offshore Rate Loans may be outstanding at any one time. In addition, howeverthe Company shall select Interest Periods hereunder and under Section 2.04 so that not more than $3,000,000,000 of Offshore Rate Loans shall have Interest Periods ending after June 15, that with respect to any Borrowing to be made on the Closing Date, 2002. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing shall be delivered available to the Administrative Agent no later than 10:00 a.m. for the account of the Company at the Administrative Agent's Payment Office by 2:00 p.m. (New York City time) on the Closing Date and Borrowing date requested by the Company in funds immediately available to the Administrative Agent. Any such Borrowing amount which is received by the Administrative Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of all such Loans will consist then be made available to the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of Base Rate Loans onlylike funds as received by the Administrative Agent. (bd) The Agent will promptly notify each Bank Unless the Majority Banks shall otherwise agree, during the existence of its receipt a Default or Event of any Notice of Borrowing and of Default, the amount of such Bank’s Pro Rata Share of that BorrowingCompany may not elect to have a Loan be made as an Offshore Rate Loan.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the BorrowerCompany’s irrevocable written notice (or telephonic notice confirmed promptly in writing by telecopy facsimile) delivered to the Administrative Agent in the form of a Notice of Borrowing duly completed, which notice must be received by the Administrative Agent prior to 10:00 11:00 a.m. (New York City Chicago, Illinois time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of LIBO Rate Loans; and such notice shall specify:(ii) on the requested Borrowing Date, in the case of Base Rate Loans. (Ab) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar (A) for Base Rate Loans or equal to the lesser of (x) $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple integrals of $100,000 in excess thereof or (y) the unadvanced portion of the applicable Available Borrowing Base and (B) for LIBO Rate Loans of $1,000,000 or any multiple integrals of $1,000,000 in excess thereofthereof (if the Available Borrowing Base as of such Borrowing Date is less than $1,000,000, then the Company may not request a LIBO Rate Loan); provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) the Company’s calculation of the current Applicable Margin; (iv) the Interest Rate Type of Loans comprising the Borrowing; ; and (Dv) other than in the case of Base for LIBO Rate Loans, Loans the duration of the Interest Period applicable to the Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBO Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (bc) The number of tranches outstanding of LIBO Rate Loans, whether under a Borrowing, conversion or continuation, shall not exceed eight at any one time. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender’s Pro Rata Share of that Borrowing. (e) Provided the applicable conditions in Article V are met, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Agent’s Payment Office by 12:00 p.m. (Chicago, Illinois time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer to the account(s) specified by the Company in the related Notice of Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the BorrowerCompany’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 (i) 10:30 a.m. (New York City time) on or four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) 11:30 a.m. three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) 10:30 a.m. on the requested Borrowing Date, in the case of Base Rate Loans, in any such notice shall specifycase, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the Type of Revolving Loans comprising the Borrowing; (Div) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any ; and (v) in the case of a Borrowing to be made on the Closing Datecomprised of Offshore Currency Loans, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyApplicable Currency. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share of that the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank’s Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact Dollar Equivalent amount of such Bank’s Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Revolving Loans in Dollars, by 12:00 noon and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Revolving Loans will then be made available to the Company by the Administrative Agent at such office by crediting the account of the Company on the books of Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than 12 different Interest Periods in effect in the aggregate for all Revolving Loans.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Each Borrowing of Loans such requested Advance, which in the case of telephonic notice, shall be made upon the Borrower’s irrevocable written notice delivered to the Agent promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. Toronto, Canada time, (New York City timei) on or one Business Day prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 Date in the case of Eurodollar Prime Rate Loans Loans, or $1,000,000 (ii) two Business Days prior to any proposed Borrowing Date in the case of Base BA Rate Loans, or any multiple . Each Notice of $1,000,000 in excess thereof; provided, however, that the Borrower may request Borrowing shall specify (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bi) the requested Borrowing Date, Date (which shall be a Business Day; ), (Cii) the Type principal amount to be borrowed, (iii) the portion of the Advance constituting Prime Rate Loans comprising and/or BA Rate Loans and (iv) if any portion of the Borrowing; proposed Advance is to constitute BA Rate Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (D1) other than day's notice of such Advance prior to funding of a Prime Rate Loan, or at least two (2) days' notice of each Advance prior to funding in the case of Base a BA Rate LoansLoan, each Lender shall provide Agent at its office at BCE Place, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ M5J 2SI, not later than 1:00 p.m., Toronto, Canada time, on the Borrowing Date, in immediately available funds, its Pro Rata share of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Not later than 2:00 p.m., Toronto, Canada time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the duration aggregate amount of the Interest Period applicable such requested Advance. Neither Agent nor any Lender shall incur any liability to the Loans included Borrower in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and of such funds being made available to Borrower in accordance with this Agreement, pursuant to any such Notice, the amount of such Bank’s Pro Rata Share of that BorrowingBorrower shall have effected Advances hereunder.

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 Administrative Agent irrevocable notice (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Administrative Agent prior to 10:00 a.m. (12:00 Noon, New York City time, (a) on or three Business Days prior to the requested Borrowing Date, and such notice shall specify: in the case of LIBOR Loans, or (Ab) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the Borrowinginitial Interest Period therefor. Any Revolving Loans made on the Closing Date shall initially be ABR Loans and, which unless otherwise agreed by the Administrative Agent in its sole discretion, no Revolving Loan may be made as, converted into or continued as a LIBOR Loan prior to the date that is three days after the Closing Date. Each borrowing under the Commitments shall be in an aggregate minimum amount of $5,000,000 equal to (x) in the case of Eurodollar Rate Loans or ABR Loans, $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Base Rate LIBOR Loans, $1,000,000 or any a whole multiple of $1,000,000 250,000 in excess thereof; provided, however, that the Borrower Swingline Lender may request (x) up to two Borrowings request, on behalf of Base Rate the Borrower, borrowings under the Commitments that are ABR Loans in a minimum other amounts pursuant to Section 2.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of $500,000 in any fiscal quarter and (y) Borrowings its pro rata share of Base Rate Loans in such amount as is necessary to pay each borrowing available to the Administrative Agent at the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing DateFunding Office prior to 12:00 Noon, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) , on the Closing Borrowing Date and such Borrowing requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will consist of Base Rate Loans only. (b) The then be made available to the Borrower by the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and crediting in accordance with the payment instructions of the amount Borrower the aggregate of such Bank’s Pro Rata Share of that Borrowingthe amounts made available to the Administrative Agent by the Lenders in immediately available funds.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable (except in the circumstances described in SECTION 3.2, 3.3 or 3.5 as provided therein) written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (New York City Chicago time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(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 in the case of Base Rate Loans made other than pursuant to SECTION 2.16.3(c) or 2.17(e) shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that and in the Borrower may request (x) up to two Borrowings case of Base Offshore Rate Loans shall be in a an aggregate minimum amount of $500,000 2,000,000 or any multiple of $100,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided; PROVIDED that, however, that with respect to any the Borrowing to be made on the Closing Date, the a Notice of Borrowing shall with respect to Base Rate Loans may be delivered to the Agent no not later than 10:00 a.m. (New York City Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyDate. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 10:00 a.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than twelve different Interest Periods in effect. (e) If there is any conflict between this Section 2.3 and any applicable Alternate Currency Annex, this Section 2.3 and such Alternate Currency Annex shall be construed and interpreted, if possible, to avoid or minimize such conflict, but to the extent of any remaining conflict such Alternate Currency Annex shall prevail and control with respect to any Alternate Currency Loan subject thereto.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Post-Petition Agent in the form of a Notice of Borrowing (which notice must be received by the Post-Petition Agent prior to 10:00 8:30 a.m. (New York City time) on or three Business Days prior to the requested Borrowing Date, and such notice shall specify,: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Amount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base a Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If , provided that if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Upon receipt of the Notice of Borrowing, the Post-Petition Agent will promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Tranche A Lender's Tranche A Pro Rata Share of that the Borrowing. (c) Each Tranche A Lender will make the amount of its Tranche A Pro Rata Share of each Borrowing available to the Post-Petition Agent for the account of the Borrower, at the Post-Petition Agent's Payment Office on the Borrowing Date requested by the Borrower in Same Day Funds by 11:00 a.m. (New York time). The proceeds of all such Tranche A Loans will then be made available to the Borrower by the Post-Petition Agent by wire transfer in accordance with written instructions provided to the Post-Petition Agent by the Borrower of like funds as received by the Post-Petition Agent; provided that the Post-Petition Agent shall disburse such funds as it has received from the Tranche A Lenders to the Borrower, no later then 1:00 p.m. (New York time). (d) After giving effect to any Borrowing, there may not be more than six different Interest Periods in effect in respect of all Tranche A Loans together then outstanding. (e) After giving effect to any Borrowing, the amount of Tranche A Loans so made on any date shall not exceed the Tranche A Availability on such date.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. noon (New York City local time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Offshore Currencies, and such notice shall specify(iii) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the Borrowing, which shall (unless such Borrowing is being requested (or deemed to be requested) pursuant to Section 2.06(b) or 3.03(b)) be in an aggregate minimum Dollar Equivalent amount of $5,000,000 in 3,000,000 (or such lesser amount agreed to by the case of Eurodollar Rate Loans Agent) or $1,000,000 in the case of Base Rate Loans, or any a higher integral multiple of $1,000,000 in excess thereof; provided, however, that 250,000 units of the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that ); (E) with respect to any Borrowing to be made on the Closing DateOffshore Rate Loans, the Notice Applicable Currency for the Borrowing; and (F) the identity of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on Borrower requesting the Closing Date and such Borrowing will consist of Base Rate Loans onlyBorrowing. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and and, in respect of Borrowings of Revolving Loans, of (i) the amount of such BankRevolving Lender’s Pro Rata Share of that such Borrowing and (ii) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine the Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in clause (ii) of the preceding sentence. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s applicable Payment Office by 1:00 p.m. (local time) on the Borrowing Date requested by such Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the 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 such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed 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, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made a. Subject to the terms and conditions and in reliance upon the Borrower’s irrevocable written notice delivered representations and warranties set forth in this Credit Agreement, Lender shall make the following Loans to Borrower in accordance with the following schedule: (i) On October 15, 2014 (the “Initial Loan Date”), Lender made a Loan to Borrower in the amount of Four Hundred Thirty One Million Eight Hundred Thousand and No Dollars ($431,800,000.00) (such Loan amount, the “Initial Loan Amount”), via direct payment to the Agent FCC on behalf of the Borrower in accordance with FCC Rules enabling Borrower to become eligible to participate in the form of a Notice of Borrowing which notice must be received by Auction. (ii) On the Agent prior to 10:00 a.m. date that was two (New York City time2) on or Business Days prior to the requested Borrowing date (the “Down Payment Date”) on which Borrower was required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), and Lender made a Loan to Borrower in an amount equal to the following formula (to the extent such notice shall specify: sum was greater than zero): (A) the amount of the BorrowingDown Payment Amount, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); plus (B) the requested Borrowing Dateaggregate amount of any bid withdrawal payment obligations incurred by Borrower in the Auction, which shall be a Business Day; less (C) the Type of Loans comprising the Borrowing; Required Capital Contributions, less (D) the Initial Loan Amount, via direct payment to the FCC on behalf of the Borrower. (iii) On the date that was two (2) Business Days prior to the date on which Borrower was required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), Lender made a Loan to Borrower in an amount equal to the following formula (to the extent such amount was greater than zero): (A) the Balance Amount, less (B) the Required Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”), via direct payment to the FCC on behalf of the Borrower. (iv) On the date on which Borrower is required to submit such Additional FCC Amount to the FCC, Lender or DISH Network Corporation (“DISH”) (solely in the event that DISH is obligated to pay the Additional FCC Amount pursuant to the Guaranty made by DISH in favor of the FCC on October 1, 2015 (the “Guaranty”)) shall transfer immediately available funds, directly to the FCC in a principal amount equal to the Additional FCC Amount, which will be deemed to be a Loan by Lender to Borrower in a principal amount equal to the Additional FCC Amount. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (v) In the event that: (a) an FCC Deficiency Payment is due and owing to the FCC; and (b) as of the date such payment is due and owing to the FCC, neither Borrower nor a Borrower Subsidiary has previously consummated, or has currently entered into, a contract to sell, assign or otherwise transfer (other than to a Borrower Subsidiary in the case accordance with Section 6.14(a) of Base Rate Loans, the duration this Credit Agreement) any of the Interest Period applicable to Licenses for which Borrower is the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that Winning Bidder (other than those Licenses with respect to any Borrowing which Borrower will not be paying the gross winning bid amounts and with respect to which Borrower therefore understands that it will be made deemed to have defaulted, pursuant to the letters exchanged between Borrower and the FCC Wireless Bureau) (the “Remaining Licenses”), then on the Closing Date, the Notice of Borrowing shall be delivered date on which Borrower is required to submit such due and owing FCC Deficiency Payment to the Agent no later than 10:00 a.m. FCC, notwithstanding the conditions precedent to making a Loan set forth in Section 2.4, Lender or DISH (New York City timesolely in the event that DISH is obligated to make the FCC Deficiency Payment pursuant to the Guaranty) on shall transfer immediately available funds directly to the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of FCC in a principal amount equal to the amount of such Bank’s Pro Rata Share due and owing FCC Deficiency Payment, which will be deemed to be a Loan to Borrower (each, an “FCC Deficiency Payment Amount Loan”). (vi) In the event that Borrower or a Borrower Subsidiary enters into any contract to sell, assign or otherwise transfer any of that Borrowing.the Remaining Licenses pursuant to Section 6.3 of the LLC Agreement or Section 3.1

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Agent (i) in the case of Base Rate Loans, prior to 10:00 a.m. (New York City Chicago time) on or the requested Borrowing Date and (ii) in the case of Offshore Rate Loans, prior to 12:00 noon on the third Business Day prior to the requested Borrowing Date, and such notice shall specifyspecifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 500,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: . provided, however, that with respect to any Borrowing the Borrowing, if any, to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. 12:00 noon (New York City Chicago time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its the Agent's receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, there may not be more than seven different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City local time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and such notice shall specify(iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate minimum requested) pursuant to Section 2.06(b) or 3.03(b)) be (1) a Dollar Equivalent amount of not less than $5,000,000 in (or such lesser amount agreed to by the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate LoansAgent), or any and (2) a higher integral multiple of $1,000,000 in excess thereof; provided, however, that 500,000 units of the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising the such Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that ); (E) with respect to any Borrowing to be made on the Closing DateOffshore Rate Loans, the Notice Applicable Currency for such Borrowing; and (F) the identity of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and Borrower requesting such Borrowing will consist of Base Rate Loans onlyBorrowing. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the amount of each applicable Term Lender’s Term Percentage of such Borrowing, and (ii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (A) the amount of such BankLender’s Pro Rata Share Revolving Percentage of that such Borrowing, and (B) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in clause (ii)(B) of the preceding sentence. (c) Each Lender will make the amount of its Applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in Same Day Funds to the Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as and when received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the 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 such ▇▇▇▇▇▇▇▇. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee of such Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Agent and such Lender.

Procedure for Borrowing. (a1) Each Borrowing of Loans shall be made upon the Administrative Borrower’s 's irrevocable written notice delivered delivered, on behalf of the Borrowers, to the Agent a notice of borrowing in the form of a attached hereto as EXHIBIT D ("Notice of Borrowing Borrowing"), which notice must be received by the Agent prior to 10:00 a.m. (New York City i) 12:00 noon (Atlanta, Georgia time) on or three (3) Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Rate Loans and such notice shall specify(ii) 11:00 a.m. (Atlanta, Georgia time) on the requested Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar a LIBOR Rate Loans Loan must equal or exceed $1,000,000 in the case of Base Rate Loans, or any multiple 5,000,000 (and increments of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aamount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Loans or LIBOR Rate Loans (and if not specified, it shall be deemed a request for a Base Rate Loan); and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBOR Rate LoansLoans (and if not specified, such it shall be deemed a request for an Interest Period shall be of one month: provided); PROVIDED, howeverHOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing Borrowings will consist of Base Rate Loans only. (b2) In lieu of delivering a Notice of Borrowing, the Administrative Borrower, on behalf of the Borrowers, may give the Agent telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (3) The Agent will promptly notify each Bank Borrowers shall have no right to request a LIBOR Rate Loan while a Default or Event of its receipt of any Notice of Borrowing Default has occurred and of the amount of such Bank’s Pro Rata Share of that Borrowingis continuing.

Procedure for Borrowing. (a) Each Subject to subsection 2.3(e) each Borrowing of Loans shall be made upon the Borrower’s a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (New York City Chicago time) on or (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and such notice shall specify(iii) on 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 amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any three months; and (E) in the case of a Borrowing to be made on the Closing Datecomprised of Offshore Currency Loans, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyApplicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. In order to effect a borrowing hereunder, the Borrowers shall give the Administrative Agent irrevocable notice (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 Noon, Chicago time, (New York City timea) on or three Business Days prior to the requested Borrowing Date, and in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the Facility under which such notice shall specify: Loan is to be borrowed, (Aii) the amount and Type of Loans to be borrowed, (iii) the requested Borrowing Date and (iv) in the case of 103 24 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 amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $5,000,000 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 Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, $10,000,000 or any a whole multiple of $1,000,000 in excess thereof; provided, however, that the Borrower Swingline Lender may request (x) up to two Borrowings request, on behalf of Base Rate the Borrowers, borrowings under the Revolving Commitments that are ABR Loans in a minimum amount other amounts pursuant to Section 2.5. Upon receipt of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to notice from the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate LoansBorrowers, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period Administrative Agent shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrowers at the Funding Office prior to 11:00 A.M., Chicago time, on the Borrowing Date requested by the Borrowers in funds immediately available to the Administrative Agent. Such borrowing will then be made available not later than 2:00 P.M., Chicago time, to the Borrowers by the Administrative Agent crediting the account of the Borrowers on the books of such Bank’s Pro Rata Share office with the aggregate of that Borrowingthe amounts made available to the Administrative Agent by the relevant Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be ----------------------- made upon the Borrower’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. San Francisco time) (New York City timei) on or three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on the Business Day which is 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 10,000,000 or any integral multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: . provided, however, that with respect to any the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 9:00 a.m. (New York City San Francisco time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Borrowers' Agent's irrevocable written notice delivered to the Agent in accordance with Section 9.01 in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. (New York City San Francisco time) on or (i) five Business Days prior to the requested Borrowing Datedate, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing date, in the case of CD Rate Loans and such notice shall specifyEurocurrency Loans denominated in Dollars; and (iii) one Business Day prior to the requested Borrowing date, in the case of ABR Loans, specifying in each case: (A1) the identity of the Borrower; (2) the amount of the BorrowingBorrowing (in the case of a Borrowing in an Offshore Currency, expressed in Dollars), which shall be in an aggregate minimum principal amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any integral multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B3) the requested Borrowing Datedate, which shall be a Business Day; ; (C4) whether the Type Borrowing is to be comprised of Eurocurrency Loans, CD Rate Loans comprising the Borrowing; or ABR Loans; (D5) other than in the case of Base Rate a Borrowing comprised of Offshore Currency Loans, the currency thereof; and (6) the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar CD Rate Loans or Eurocurrency Loans, such Interest Period shall be one month: provided90 days or three months, however, that with respect to respectively. The Equivalent Amount of any Borrowing to in an Offshore Currency requested in Dollars as provided above will be made determined by the Agent for such Borrowing on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Computation Date and such Borrowing will consist of Base Rate Loans onlytherefor in accordance with subsection 2.05(a). (b) The Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Applicable Percentage of that the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will consist of the approximate amount of each Bank's Applicable Percentage of the Borrowing, and the Agent will, upon the determination of the Equivalent Amount of the Dollar amount of the Borrowing as specified in the Notice of Borrowing (determined on the Computation Date as provided in subsection 2.05(a)), promptly notify each Bank of the exact amount of such Bank's Applicable Percentage of the Borrowing. (c) Each Bank will make the amount of its Applicable Percentage of the Borrowing available to the Agent for the account of the applicable Borrower at the Agent's Payment Office on the Borrowing date requested by the Borrowers' Agent in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Revolving Loans in Dollars, by 11:00 a.m. (San Francisco time), and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Agent may specify. The proceeds of all such Revolving Loans will then be made available to the applicable Borrower by the Agent by wire transfer or by crediting the account of the applicable Borrower on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 2.12, in which case such proceeds or portion thereof shall be applied to the reimbursement of such Letter of Credit drawings. (d) After giving effect to any Borrowing, there shall not be more than six different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Fund's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received on a Business Day by the Administrative Agent prior (i) to 10:00 11:00 a.m. (New York City Eastern time) on or two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and such notice shall specify(ii) prior to 8:30 a.m. (Eastern time) on the Borrowing Date for which a Loan is requested, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Offshore Rate Loans included in such notice. If the Notice of Borrowing Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, . In the event that with respect to more than one Loan Request is delivered on any Borrowing to be made on the Closing DateBusiness Day, the Notice Administrative Agent shall, for purposes of Borrowing shall be delivered to ensuring that the Agent no later than 10:00 a.m. (New York City time) on aggregate of the Closing Date then-outstanding Loans and such Borrowing the Loans which are the subject of the Loan Requests will consist not exceed the Commitment Amount, process the Loan Requests in the order of Base Rate Loans onlyreceipt. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing Loan Request and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Fund at the Administrative Agent's Office by 11:00 a.m. (Eastern time) on the Borrowing Date requested by the Fund in funds immediately available to the Administrative Agent for deposit to the account which the Administrative Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the Fund by the Administrative Agent in accordance with written instructions provided to the Administrative Agent by the Fund in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 8:30 a.m. (New York City San Francisco time) (i) on or three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and such notice shall specify(ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any ; and (E) in the case of a Borrowing to be made on the Closing Datecomprised of Offshore Currency Loans, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyApplicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Borrowing. (c) Each Bank 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 Administrative Agent's Payment Office on the Borrowing Date requested by the Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 11:00 a.m. (San Francisco time), (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower of like funds as received by the Administrative Agent; provided that the Administrative Agent shall disburse such funds as it has received from the Banks to the Borrower (x) in the case of Loans denominated in Dollars, no later then 1:00 p.m. (San Francisco time) and (y) in the case of Offshore Currency Loans, no later than two hours after the funding deadline specified by the Administrative Agent under clause (ii) above. (d) After giving effect to any Borrowing, there may not be more than eight different Interest Periods in effect in respect of all Committed Loans together then outstanding.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Each Borrowing of Loans such requested Advance, which in the case of telephonic notice, shall be made upon the Borrower’s irrevocable written notice delivered to the Agent promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. Dallas, Texas time, (New York City timei) on or one Business Day prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 Date in the case of Eurodollar the Base Rate Loans Loan, or $1,000,000 (ii) three Business Days prior to any proposed Borrowing Date in the case of Base Rate LIBOR Loans, or any multiple . Each Notice of $1,000,000 in excess thereof; provided, however, that the Borrower may request Borrowing shall specify (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bi) the requested Borrowing Date, Date (which shall be a Business Day; ), (Cii) the Type principal amount to be borrowed, (iii) the portion of the Advance constituting Base Rate Loans comprising and/or LIBOR Loans and (iv) if any portion of the Borrowing; proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (D1) other than day's notice of such Advance prior to funding of a Base Rate Loan, or at least three (3) days' notice of each Advance prior to funding in the case of Base Rate Loansa LIBOR Loan, each Lender shall provide Agent at its office at 1717 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇t later than 1:00 p.m., Dallas, Texas time, on the Borrowing Date, in immediately available funds, its pro rata share of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Not later than 2:00 p.m., Dallas, Texas time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the duration aggregate amount of the Interest Period applicable such requested Advance. Neither Agent nor any Lender shall incur any liability to the Loans included Borrower in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and of such funds being made available to Borrower in accordance with this Agreement, pursuant to any such Notice, the amount of such Bank’s Pro Rata Share of that BorrowingBorrower shall have effected Advances hereunder.

Procedure for Borrowing. (a) Each Borrowing of Loans The Borrower may borrow under the Aggregate Commitments on any Business Day during the Commitment Period, provided, however, that the Borrower shall be made upon the Borrower’s irrevocable written notice delivered to notify the Agent in the form of a Notice of Borrowing which notice must be received (by the Agent prior to 10:00 a.m. (New York City timetelephone or fax) on or no later than: 11:00 A.M., three Business Days prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 Advances and no later than 11:00 A.M. on the requested Borrowing Date, in the case of Base Rate LoansABR Advances, or any multiple of $1,000,000 in excess thereof; providedspecifying (i) the aggregate principal amount to be borrowed under the Aggregate Commitments, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall be (iii) whether such borrowing is to consist of one or more Eurodollar Advances, ABR Advances, or a Business Day; combination thereof and (Civ) if the Type borrowing is to consist of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loansone or more Eurodollar Advances, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any Borrowing comprised of each such Eurodollar Rate LoansAdvance, such Interest Period shall be one month: provided, however, that no Interest Period selected in respect of any Loan shall end after the Maturity Date. If the Borrower fails to give timely notice in connection with respect a request for a Eurodollar Advance, the Borrower shall be deemed to any Borrowing to have elected that such Advance shall be made on the Closing Date, the Notice of Borrowing as an ABR Advance. Each such notice shall be delivered irrevocable and confirmed immediately by delivery to the Agent no later than 10:00 a.m. (New York City time) on of a Borrowing Request. Each ABR Advance shall be in an aggregate principal amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the Closing Date unused amount of the Aggregate Commitments and each Eurodollar Advance shall be in an aggregate principal amount equal to $2,000,000 or such Borrowing will consist amount plus a whole multiple of Base Rate Loans only$500,000 in excess thereof. (b) The Upon receipt of each notice of borrowing from the Borrower, the Agent will shall promptly notify each Bank of Lender thereof. Subject to its receipt of any Notice of Borrowing and of the notice referred to in the preceding sentence, each Lender will make the amount of its Commitment Percentage of each borrowing available to the Agent for the account of the Borrower at the office of the Agent set forth in Section 11.2 not later than 12:00 Noon (2:00 P.M. with respect to ABR Loans for which the Borrower gave notice to borrow on the requested Borrowing Date) on the relevant Borrowing Date requested by the Borrower, in funds immediately available to the Agent at such Bank’s Pro Rata Share office. The amounts so made available to the Agent on such Borrowing Date will then, subject to the satisfaction of the terms and conditions of this Agreement, as determined by the Agent, be made available on such date to the Borrower by the Agent at the office of the Agent specified in Section 11.2 by crediting the account of the Borrower on the books of such office with the aggregate of said amounts received by the Agent. (c) Unless the Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by fax or other writing) that Borrowingsuch 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 proposed borrowing 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 Borrower to the date such amount is paid to the Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate set forth in Section 2.7 for ABR Advances, and, in the case of such Lender, the Federal Funds Rate in effect on each such day (as determined by the Agent). 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. Notwithstanding any of the foregoing, nothing in this Section shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. (d) If a Lender makes a new Loan on a Borrowing Date on which the Borrower is to repay a Loan from such Lender, such Lender shall apply the proceeds of such new Loan to make such repayment, and only the excess of the proceeds of such new Loan over the Loan being repaid need be made available to the Agent. (e) Notwithstanding the provisions of Section 2.3(a), the Agent may act without liability upon the basis of telephonic notice of borrowing believed by the Agent in good faith to be from an authorized officer of the Borrower prior to receipt of written notice and confirmation by facsimile or otherwise. In each such case, the Agent's record of the terms of such telephone notice of such borrowing shall be conclusive, absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (12:00 noon New York City time) on or (i) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any integral multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period Period, if any, applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: providedthree months. PROVIDED, howeverHOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. 12:00 noon (New York City time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (New York City time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by 1:30 p.m. by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans by a Borrower shall be made upon the such Borrower’s 's irrevocable written notice in substantially the form attached hereto as EXHIBIT A (or telephonic notice promptly confirmed in writing) delivered to the Agent Bank in the form of a Notice of Borrowing (which notice must be received by the Agent Bank prior to 10:00 10:30 a.m. (New York City Chicago time) on or (i) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) two (2) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and such notice shall specify(iii) on the requested Borrowing Date, in the case of Reference Rate Loans), specifying: (A) the name of such Borrower; (B) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) the Type of Loans comprising the Borrowing; (DE) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any ; and (F) in the case of a Borrowing to be made on the Closing Datecomprised of Offshore Currency Loans, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyApplicable Currency. (b) The Agent will promptly notify each Bank of its receipt Dollar Equivalent amount of any Notice Borrowing in an Offshore Currency will be determined by the Bank for such Borrowing on the Computation Date therefor in accordance with SUBSECTION 2.5(a). (c) The proceeds of all Loans will be made available to the applicable Borrower by the Bank by crediting the account of such Borrower on the books of the Bank or by wire transfer in accordance with written instructions provided to the Bank by such Borrower in Same Day Funds. (d) After giving effect to any Borrowing and of the amount of such Bank’s Pro Rata Share of that BorrowingQuoted Rate Interest Periods, in aggregate, there may not be more than eight (8) different Interest Periods in effect at any one time.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City Chicago time) on or (i) two (2) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: providedthree months; and (E) the amount of the requested Loans comprising Tranche A Loans and Tranche B Loans, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyrespectively. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent at such office by crediting the account of the 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 or by wire transfer in accordance with the directions of the Company. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect. (e) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Administrative Agent or any Lender believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of other than Swing Line Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (New York City Chicago time)) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans and such notice shall specify(ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall (x) in the case of Term Loans, be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar 20,000,000 for both Offshore Rate Loans or $1,000,000 in the case of and Base Rate Loans, Loans or any multiple of $1,000,000 in excess thereof; providedthereof and (y) in the case of Revolving Loans or Short Term Revolving Loans, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans be in a an aggregate minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of 3,000,000 for Base Rate Loans or $5,000,000 for Offshore Rate Loans or, in such amount as is necessary to pay to the Agent the amounts required by the last sentence each case, any multiple of Section 2.13(a)$1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) 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 at the Administrative Agent's Payment Office by 2:00 p.m. (Chicago time) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of BofA with the aggregate of the amounts made available to the Borrower by the Lenders or by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower, in each case in like funds as received by the Administrative Agent. (d) All Borrowings made on the Closing Date shall be comprised solely of Base Rate Loans (unless an appropriate breakage indemnity letter has been duly executed and delivered by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, reasonably satisfactory in form and substance to the Administrative Agent, in which case Borrowings referred to in such indemnity letter to be made on the Closing Date may be comprised of Offshore Rate Loans).

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent (i) prior to 10:00 a.m. Noon (New York City time) three Business Days prior to the requested Borrowing date, in the case of Offshore Rate Loans; and (ii) prior to Noon (New York City time) on or prior to the requested Borrowing Datedate, and such notice shall specifyin the case of Base Rate Loans, specifying in each case: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of Five Million Dollars ($5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 5,000,000) or any multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings thereof for each Type of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Loan; (B) the requested Borrowing Datedate, which shall be a Business Day; (C) whether the Type Borrowing is to be comprised of Offshore Rate Loans comprising the Borrowingor Base Rate Loans; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, . The exercise by the Company of the elections specified above shall be subject to the limitation that with respect to no more than ten Tranches of Offshore Rate Loans may be outstanding at any Borrowing to be made on the Closing Date, one time. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing shall be delivered available to the Administrative Agent no later than 10:00 a.m. for the account of the Company at the Agent's Payment Office by 2:00 p.m. (New York City time) on the Closing Date and Borrowing date requested by the Company in funds immediately available to the Administrative Agent. Any such Borrowing amount which is received by the Administrative Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of all such Loans will consist then be made available to the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of Base Rate Loans onlylike funds as received by the Administrative Agent. (bd) The Agent will promptly notify each Bank Unless the Majority Banks shall otherwise agree, during the existence of its receipt a Default or Event of any Notice of Borrowing and of Default, the amount of such Bank’s Pro Rata Share of that BorrowingCompany may not elect to have a Loan be made as an Offshore Rate Loan.

Procedure for Borrowing. (a) Each Borrowing of Loans (including any Borrowing on the Closing Date) shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent prior to 10:00 11:00 a.m. (New York City Dallas time), (i) on or three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; providedthereof (and the respective portions, howeverif any, that the Borrower may request (x) up to two Borrowings thereof comprised of Base Rate Revolving Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aor Term Out Loans); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Eurodollar Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 1:00 p.m. (Dallas time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than ten (10) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City local time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and such notice shall specify(iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans requested) pursuant to Section 2.06(b) or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request 3.03(b)) be (x) up a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter by the Agent) and (y) Borrowings a higher integral multiple of Base Rate Loans in such amount as is necessary to pay to 500,000 units of the Agent the amounts required by the last sentence of Section 2.13(a)Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising the such Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that ); (E) with respect to any Borrowing to be made on the Closing DateOffshore Rate Loans, the Notice Applicable Currency for such Borrowing; and (F) the identity of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and Borrower requesting such Borrowing will consist of Base Rate Loans onlyBorrowing. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the amount of each applicable Term Lender’s Term Percentage of such Borrowing and (ii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (x) the amount of such BankLender’s Pro Rata Share Revolving Percentage of that such Borrowing and (y) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in clause (ii)(y) of the preceding sentence. (c) Each Lender will make the amount of its applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the 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 such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed 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, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 8:30 a.m. (New York City San Francisco time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and such notice shall specify(ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any ; and (E) in the case of a Borrowing to be made on the Closing Datecomprised of Offshore Currency Loans, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyApplicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon -------------- receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City Dallas, Texas time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify: (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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 2,000,000 or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; ; (C) the Interest Rate Type of Loans comprising the Borrowing; ; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 12:00 noon (Dallas, Texas time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than seven (7) different Interest Periods in effect.

Procedure for Borrowing. (a) Each 1. The Borrower may borrow under the Commitments on any Business Day during the Commitment Period, provided that the Borrower shall notify the Agent by the delivery of a Borrowing of Loans Request, which shall be made upon sent by telecopy and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the Borrower’s irrevocable written notice delivered delivery to the Agent in the form of a Notice of Borrowing which notice must be received Request manually signed by the Agent prior to 10:00 Borrower), no later than 11:00 a.m. (New York City time) on or three Business Days prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans Advances, or $1,000,000 11:00 a.m. one Business Day prior to the requested Borrowing Date, in the case of Base Rate LoansABR Advances, specifying (1) the aggregate principal amount to be borrowed under the Commitments,(2) the requested Borrowing Date,(3) whether such borrowing is to consist of one or more Eurodollar Advances, ABR Advances, or any a combination thereof and (4) if the borrowing is to consist of one or more Eurodollar Advances, the length of the Interest Period for each such Eurodollar Advance. Each (i) Eurodollar Advance to be made on a Borrowing Date, when aggregated with all amounts to be converted to a Eurodollar Advance on such date and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount PLUS a whole multiple of $1,000,000 100,000 in excess thereof; provided, howeverand (ii) each ABR Advance made on each Borrowing Date shall equal no less than $1,000,000 or such amount PLUS a whole multiple of $100,000 in excess thereof or, that if less, the Available Commitment Amount. 2. Upon receipt of each Borrowing Request, the Agent shall promptly notify each Lender thereof. Subject to its receipt of the notice referred to in the preceding sentence, each Lender will make the amount of its Commitment Percentage of the requested Revolving Credit Loans available to the Agent for the account of the Borrower at the office of the Agent set forth in Section 11.2 not later than 12:00 noon on the relevant Borrowing Date requested by the Borrower, in funds immediately available to the Agent at such office. The amounts so made available to the Agent on such Borrowing Date will then, subject to the satisfaction of the terms and conditions of this Agreement, as determined by the Agent, be made available on such date to the Borrower by the Agent at the office of the Agent specified in Section 11.2 by crediting the account of the Borrower on the books of such office with the aggregate of said amounts received by the Agent. 3. 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 Revolving Credit Loans requested by the Borrower, the Agent may request (x) up assume that such Lender has made such share available to two Borrowings the Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of Base Rate the requested Revolving Credit Loans from the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a minimum amount corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of $500,000 in any fiscal quarter such Revolving Credit Loans available to the Agent, such Lender and (y) Borrowings of Base Rate Loans in such amount as is necessary the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount (to the amounts required extent not previously paid by the last sentence of Section 2.13(aother); (B) , together with interest thereon for each day from the requested Borrowing Datedate such amount is made available to the Borrower to the date such amount is paid to the Agent, which shall be at a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than rate per annum equal to, in the case of Base Rate Loansthe Borrower, the duration applicable interest rate set forth in Section 3.1 for ABR Advances, and, in the case of the Interest Period applicable such Lender, at a rate of interest per annum equal to the Loans included in Federal Funds Rate for the first three days after the due date of such noticepayment until the date such payment is received by the Agent and the Federal Funds Rate plus 2% thereafter. If Such payment by the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: providedBorrower, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered without prejudice to its rights against such Lender. If such Lender shall pay to the Agent no later than 10:00 a.m. (New York City time) such corresponding amount, such amount so paid shall constitute such Lender's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Revolving Credit Loan shall be deemed to have been made by such Lender on the Closing Borrowing Date and applicable to such Borrowing will consist of Base Rate Loans onlyRevolving Credit Loans. (b) The Agent will promptly notify each Bank 4. If a Lender makes a new Revolving Credit Loan on a Borrowing Date on which the Borrower is to repay a Revolving Credit Loan from such Lender, such Lender shall apply the proceeds of its receipt of any Notice of Borrowing such new Revolving Credit Loan to make such repayment, and only the excess of the amount proceeds of such Bank’s Pro Rata Share of that Borrowingnew Revolving Credit Loan over the Revolving Credit Loan being repaid need be made available to the Agent.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice (or by telephone promptly confirmed in writing) delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 11:00 a.m. (New York City Chicago time) on or (i) two (2) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any larger integral multiple of $1,000,000 thereof in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the such Borrowing;; and (D) other than in the case with respect to any Borrowing comprised of Base Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the any Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only.the (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share Lender's Percentage of that Borrowing. (c) Each Lender will make the amount of its Percentage of each Borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Office by 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower of like funds as received by the Administrative Agent.

Procedure for Borrowing. (a) 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 give the Borrower’s Administrative Agent irrevocable written notice delivered to the Agent substantially in the form of attached as Exhibit D (a "Notice of Borrowing Borrowing") (which notice must be ------------------- received by the Administrative Agent prior to 10:00 a.m. (a) 11:00 A.M., New York City time) on or , three Business Days prior to the requested Borrowing Date, and such notice shall specify: if all or any part of the requested Loans are to be initially LIBOR Loans, (Ab) 11:00 A.M., New York City time, one Business Day prior to the requested Borrowing Date in the case of a Base Rate Loan and, (c) 11:00 A.M., New York City time, on the requested Borrowing Date in the case of a Swing Line Loan), specifying (i) the amount to be borrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of LIBOR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of LIBOR Loans, the respective lengths of the Borrowing, which initial Interest Periods therefor. Each borrowing under the Commitments shall be in an aggregate minimum amount of $5,000,000 equal to (x) in the case of Eurodollar Base Rate Loans (other than Swing Line Loans), $2,000,000 or 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), (y) in the case of Swing Line Loans, as provided in subsection 2.1(b)(i) and (z) in the case of LIBOR Loans, $5,000,000 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 applicable Lender thereof. Each such 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 office of the Administrative Agent specified in subsection 10.2 prior to 11:00 A.M., New York City time (in the case of LIBOR Loans) or 2:30 P.M., New York City time (in the case of Base Rate Loans), or any multiple of $1,000,000 in excess thereof; provided, however, that on the Borrowing Date requested by the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay 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 aggregate of the amounts required made available to the Administrative Agent by the last sentence of Section 2.13(a); (B) Lenders and in like funds as received by the requested Borrowing Date, which shall be a Business Day; (C) Administrative Agent. All notices given by the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to Borrower under this subsection 2.2 may be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyby telephonic notice promptly confirmed in writing. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice of the Company delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent prior to 10:00 a.m. (New York City timewhich (i) on or five Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) 8:00 a.m. (San Francisco time) on such notice shall specifyBorrowing Date, in the case of Base Rate Loans, specifying: (A) the identity of the Borrower for the Borrowing; (B) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) the Type of Loans comprising the Borrowing; (DE) other than in the case of Base Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansPeriod, such Interest Period shall be one month: provided; (F) in the case of a Borrowing comprised of Offshore Currency Loans, however, that with respect to any the Applicable Currency; and (G) the account into which the proceeds of the Borrowing are to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlydeposited. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate Dollar Equivalent amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the respective Borrower on the Borrowing Date requested by the Company in Same Day Funds and in the Applicable Currency (i) in the case of a Borrowing comprised of Loans in Dollars, at the Agent's Payment Office by 11:00 a.m. (San Francisco time), (ii) in the case of a Borrowing comprised of Offshore Currency Loans, at such place of payment and by such time as the Agent may specify. The proceeds of all such Loans will then be made available to the respective Borrower by the Agent at such office by crediting the account of such Borrower specified in the Notice of Borrowing with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, there may not be more than fifteen (15) different Interest Periods in effect.

Procedure for Borrowing. Whenever the Borrowers desire an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Each Borrowing of Loans such requested Advance, which in the case of telephonic notice, shall be made upon the Borrower’s irrevocable written notice delivered to the Agent promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. Dallas, Texas time, (New York City timei) on or one Business Day prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 Date in the case of Eurodollar the Base Rate Loans Loan, or $1,000,000 (ii) three Business Days prior to any proposed Borrowing Date in the case of Base Rate LIBOR Loans, or any multiple . Each Notice of $1,000,000 in excess thereof; provided, however, that the Borrower may request Borrowing shall specify (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bi) the requested Borrowing Date, Date (which shall be a Business Day; ), (Cii) the Type principal amount to be borrowed, (iii) the portion of the Advance constituting Base Rate Loans comprising and/or LIBOR Loans and (iv) if any portion of the Borrowing; proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrowers pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (D1) other than day's notice of such Advance prior to funding of a Base Rate Loan, or at least three (3) days' notice of each Advance prior to funding in the case of Base Rate Loansa LIBOR Loan, each Lender shall provide Agent at its office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, not later than 1:00 p.m., Dallas, Texas time, on the Borrowing Date, in immediately available funds, its pro rata share of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Not later than 2:00 p.m., Dallas, Texas time, on the Borrowing Date, Agent shall make available to the Borrowers at the same office, in like funds, the duration aggregate amount of the Interest Period applicable such requested Advance. Neither Agent nor any Lender shall incur any liability to the Loans included Borrowers in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrowers or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and of such funds being made available to Borrowers in accordance with this Agreement, pursuant to any such Notice, the amount of such Bank’s Pro Rata Share of that BorrowingBorrowers shall have effected Advances hereunder.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered Subject to the Agent in terms and conditions hereof, Borrower may borrow under the form of a Notice of Borrowing which notice must be received by the Agent prior Commitments on any Business Day; provided that, with respect to 10:00 a.m. any borrowing, (New York City timei) on or three Business Days prior to the requested Borrowing Date, and such notice shall specify: (A) the amount Date if all or any part of the BorrowingLoans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Swing Line Loans or $1,000,000 in and, if the case of Base Rate LoansClosing Date occurs on the date this Agreement is executed and delivered, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans) and specifying (a) the amount of the borrowing, (b) whether such Borrowing will consist of Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans onlyor a combination thereof, (c) if the borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans and (d) whether the Loan is a Term Loan, a Swing Line Loan or Revolving Credit Loan. Upon receipt of such notice the Administrative Agent shall promptly notify each affected Lender thereof. Not later than 12:00 noon on the Borrowing Date specified in such notice, each affected Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 11.2 (or at 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 (except that proceeds of Swing Line Loans will be made available to Borrower in accordance with subsection 3.4(a)). 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 amount actually received by the Administrative Agent from the Lenders and in like funds as received by the Administrative Agent. (b) The Agent will promptly notify each Bank Any borrowing of its receipt of any Notice of Borrowing Eurodollar Loans hereunder shall be in such amounts and of be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of such Bankall 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 ten Interest Periods shall be in effect at any one time. No Borrowings made on the Closing Date or the next four consecutive Business Days shall be Eurodollar Loans without the Arranger’s Pro Rata Share of that Borrowingconsent.

Procedure for Borrowing. (a) Each Borrowing of Loans (other than Swing Line Loans) shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. 1:00 p.m.) (New York City time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Rate Loans; and such notice shall specify(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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) whether the Loans comprising the Borrowing shall be Acquisition Loans or Revolving Loans and, if the Loans comprising the Borrowing shall be Acquisition Loans, whether the Acquisition Loans comprising the Borrowing shall be Specified Acquisition Loans; and (E) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: . provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing (or a deemed notice of Borrowing under Section 2.16(c)(ii)) and of the amount of such Bank’s Pro Rata Share of that Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to (i) 10:00 a.m. (New York City time) on or four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) 11:30 a.m. three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; and such notice shall specify(iii) 11:30 a.m. on the requested Borrowing Date, in the case of Base Rate Loans), in each case specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the Type of Revolving Loans comprising the Borrowing; (Div) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Eurocurrency Loans included in such notice. If the notice (and if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing to be comprised of Eurodollar Rate Eurocurrency Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on ); and (v) in the Closing Datecase of a Eurocurrency Borrowing, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyApplicable Currency. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such BankLender’s Pro Rata Share of that the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender’s Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender’s Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Payment Office on the Borrowing Date requested by such Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Revolving Loans in Dollars, by 2:00 p.m., and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may reasonably specify. The Administrative Agent shall make the amounts so received from the Lenders available to the applicable Borrower, in like funds as received by the Administrative Agent, by crediting an account of such Borrower on the books of JPMCB or pursuant to such other procedures as the Administrative Agent and such Borrower may agree. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than 12 different Interest Periods in effect in the aggregate for all Revolving Loans.

Procedure for Borrowing. (a) Each Borrowing of Loans (including any Borrowing on the Closing Date) shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent prior to 10:00 9:00 a.m. (New York City San Francisco time), (i) on or three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; providedthereof (and the respective portions, howeverif any, that the Borrower may request (x) up to two Borrowings thereof comprised of Base Rate Revolving Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aor Term Out Loans); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Eurodollar Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than ten (10) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent prior to 10:00 11:00 a.m. (New York City Dallas, Texas time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans and such notice shall specify: (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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 2,000,000 or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; ; (C) the Interest Rate Type of Loans comprising the Borrowing; ; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 12:00 noon (Dallas, Texas time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than seven (7) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans (other than an L/C Advance) shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Co-Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Co-Administrative Agent prior to 10:00 a.m. 12:00 p.m. (New York City Chicago time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans, and such notice shall specify(iii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;Borrowing and in the case of an Offshore Rate Loan, the Applicable Currency; and (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided; PROVIDED, howeverHOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Co-Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Co-Administrative Agent for the account of the Company at the Co-Administrative Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 2:00 p.m. (Chicago time), and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Co-Administrative Agent may specify. The proceeds of all such Loans will promptly thereafter be made available to the Company by the Co-Administrative Agent at such office by crediting the account of the Company on the books of LaSalle with the aggregate of the amounts made available to the Co-Administrative Agent by the Lenders and in like funds as received by the Co-Administrative Agent. (d) After giving effect to any Borrowing or any conversion or continuation of Loans pursuant to SECTION 2.04, unless the Co-Administrative Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect. (e) The Company hereby authorizes the Lenders and the Co-Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Co-Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Co-Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Co-Administrative Agent and the Lenders, the records of the Co-Administrative Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. Whenever Borrower desires an Advance under the Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Each Borrowing of Loans such requested Advance, which in the case of telephonic notice, shall be made upon the Borrower’s irrevocable written notice delivered to the Agent promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. Midland, Texas time, (New York City timei) on or one Business Day prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 Date in the case of Eurodollar the Base Rate Loans Loan, or $1,000,000 (ii) three Business Days prior to any proposed Borrowing Date in the case of Base Rate LIBOR Loans, or any multiple . Each Notice of $1,000,000 in excess thereof; provided, however, that the Borrower may request Borrowing shall specify (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bi) the requested Borrowing Date, Date (which shall be a Business Day; ), (Cii) the Type principal amount to be borrowed, (iii) the portion of the Advance constituting Base Rate Loans comprising and/or LIBOR Loans and (iv) if any portion of the Borrowing; proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (D1) other than day's notice of such Advance prior to funding of a Base Rate Loan, or at least three (3) days' notice of each Advance prior to funding in the case of Base Rate Loansa LIBOR Loan, each Lender shall provide Agent at its office at ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, not later than 1:00 p.m., Midland, Texas time, on the Borrowing Date, in immediately available funds, its Pro Rata Part of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Not later than 2:00 p.m., Midland, Texas time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the duration aggregate amount of the Interest Period applicable such requested Advance. Neither Agent nor any Lender shall incur any liability to the Loans included Borrower in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2(c). Upon funding of Advances by Lenders and of such funds being made available to Borrower in accordance with this Agreement, pursuant to any such Notice, the amount of such Bank’s Pro Rata Share of that BorrowingBorrower shall have effected Advances hereunder.

Procedure for Borrowing. (a) Each Borrowing of Loans (other than an L/C Advance) shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (New York City timei) on or three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans, and such notice shall specify(iii) on 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 amount of $5,000,000 (1) in the case of Eurodollar Rate Loans or $1,000,000 in the case a Borrowing of Base Rate Loans, $500,000 or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that (2) in the Borrower may request (x) up to two Borrowings case of Base a Borrowing of Offshore Rate Loans denominated in a minimum amount Dollars, $1,000,000 or any multiple of $500,000 in any fiscal quarter 500,000, and (y3) Borrowings in the case of Base Rate Loans Offshore Currency Loans, $1,000,000 or any multiple of 500,000 units of the Applicable Currency in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising such Borrowing and in the Borrowingcase of an Offshore Rate Loan, the Applicable Currency; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the ; provided that if such Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect ; and (E) wire instructions pursuant to any which the proceeds of such Borrowing are to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlydisbursed. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 2:00 p.m., and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The aggregate of the amounts made available to the Administrative Agent by the Lenders will promptly thereafter be made available to the Company pursuant to the wire instructions set forth in the applicable Notice of Borrowing in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing or any conversion or continuation of Loans pursuant to Section 2.04, unless the Administrative Agent shall otherwise consent, there may not be more than 10 different Interest Periods in effect. (e) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any Person that the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City Central time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) one Business Day prior to the requested Borrowing Date (or in the case of the initial Credit Extension, at the option of the Agent, on the requested Borrowing Date), in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be for Offshore Rate Loans in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of thereof and for Base Rate Loans in a an aggregate minimum amount of $500,000 or any multiple of $100,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period for 1, 2, 3 or 6 months that is to be applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: providedthree months; PROVIDED, howeverHOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and and, in respect of Borrowings of Revolving Loans, of the amount of such Bank’s Revolving Lender's Pro Rata Revolving Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Central time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect. (e) The Company hereby authorizes the 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 Company. The Company agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the telephonic notice, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (New York City San Francisco time) (i) on or three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(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 amount of (I) $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 10,000,000 or any multiple of $1,000,000 in excess thereof; provided, howeverin the case of requests for Offshore Rate Loans, that or (II) $5,000,000 or any multiple of $1,000,000 in excess thereof, in the Borrower may request (x) up to two Borrowings case of requests for Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the 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 Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered delivered, on behalf of the Borrowers, to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City Honolulu, Hawaii time) on or (i) four Business Days prior to the requested Borrowing Datedate, in the case of LIBO Rate Advances; and such notice shall specify(ii) one Business Day prior to the requested Borrowing date, in the case of Prime Rate Advances, specifying: (A) whether the Borrowing is to be comprised of LIBO Rate Advances and/or Prime Rate Advances; (B) the amount of the Borrowing, which ; PROVIDED that LIBO Rate Advances shall be in an aggregate minimum principal amount of Two Million Dollars ($5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 2,000,000) or any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof; provided, however, and that the Borrower may request (x) up to two Borrowings of Base Prime Rate Loans Advances shall be in a an aggregate minimum principal amount of One Hundred Thousand Dollars ($500,000 100,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)excess thereof; (BC) the requested Borrowing Datedate, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in if the case requested Borrowing consists of Base one or more LIBO Rate LoansAdvances, the duration of the Interest Period applicable to the Loans included in such notice. If thereto; PROVIDED HOWEVER, that if the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar such LIBO Rate LoansAdvances, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. three (New York City time3) on the Closing Date and such Borrowing will consist of Base Rate Loans onlymonths. (b) The Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Commitment Percentage of that the Borrowing. (c) Each Bank will make the amount of its Commitment Percentage of -------------------------------------------------------------------------------- Page 25 -------------------------------------------------------------------------------- the Borrowing available to the Administrative Agent for the account of the Borrowers at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time on the Borrowing date requested by the Borrowers in funds immediately available to the Administrative Agent. The proceeds of all such Advances will then be made available to the Borrowers by the Administrative Agent at such office by crediting the account of the Company on the books of First Hawaiian Bank or such other accounts as the Company, on behalf of the Borrowers, may specify, with the aggregate of the amounts made available to the Administrative Agent by the Banks and like funds as received by the Administrative Agent. (d) The proceeds from Advances shall be used for general corporate purposes, including working capital, set aside letters for bonding purposes, and land acquisition in the Authorized States, and not in contravention of any provision of this Agreement or any Requirement of Law. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, all LIBO Rate Advances shall automatically be converted into Prime Rate Advances. The Borrowers shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any such conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below. (f) After giving effect to any Borrowing, there shall not be more than seven (7) LIBO Rate Advances in effect.

Procedure for Borrowing. (a1) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice or by facsimile transmission delivered to the Agent in the form of a notice of borrowing ("Notice of Borrowing Borrowing"), which notice must be received by the Agent prior to 10:00 a.m. (New York City i) 5:00 p.m. (Atlanta, Georgia time) on or two Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Rate Loans and such notice shall specify(ii) 1:00 p.m. (Atlanta, Georgia time) on the requested Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar a LIBOR Rate Loans Loan must equal or exceed $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request 2,500,000 (x) up to two Borrowings of Base Rate Loans in a minimum amount and increments of $500,000 in any fiscal quarter and (y) Borrowings excess of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aamount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Revolving Loans, LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan) or Revolving Loans constituting Seasonal Inventory Advances; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansLIBOR Revolving Loans (and if not specified, such it shall be deemed a request for an Interest Period shall be of one month: ); and (E) whether the proceeds of such Borrowing are to be deposited to a Designated Account or sent by wire transfer to a third party, in which case the Borrower shall provide the Agent with wire transfer instructions satisfactory to the Agent; provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing Borrowings will consist of Base Rate Revolving Loans only. (b2) In lieu of delivering a Notice of Borrowing, (I) a Responsible Officer may give Agent telephonic notice of such request for advances to a Designated Account on or before the deadline set forth in clause (i) above and the Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received, or (II) whenever a presentment or request for payment is made against a Designated Account in an amount greater than the then available balance therein, such presentment or request shall be deemed to be a request for a Base Rate Revolving Loan on the date of such presentment in an amount equal to the excess of such check or other presented payment item over the available balance therein. (3) The Agent will promptly notify each Bank Borrower shall have no right to request a LIBOR Rate Loan while a Default or Event of its receipt of any Notice of Borrowing Default has occurred and of the amount of such Bank’s Pro Rata Share of that Borrowingis continuing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Agent prior to (i) 10:00 a.m. (New York City Chicago time) on or two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and such notice shall specify(ii) 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Loans or Resetting Rate Loans, specifying: (A) the amount of the Borrowing, which which, in the case of any Borrowing consisting of Offshore Rate Loans or Resetting Rate Loans, shall be in an aggregate minimum amount of $5,000,000 or a higher integral multiple of $1,000,000 or which, in the case of Eurodollar Rate Loans or $1,000,000 in the case any Borrowing consisting of Base Rate Loans, shall be in an aggregate amount of $1,000,000 or any a higher integral multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the such Borrowing;; and (D) other than in the case of Base Offshore Rate Loans, the duration of the initial Interest Period applicable to the Loans included therefor. Any request for a Loan that is not based on Pledged Auto Receivables described in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the a Notice of Borrowing shall be delivered to accompanied by a Borrowing Base Certificate as of the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyimmediately preceding Business Day. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that such Borrowing. (c) Subject to the conditions precedent set forth herein, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Such amounts will then be made available promptly to the Company by the Agent, at such account and office as the Company shall direct from time to time, in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent otherwise consents, there may not be more than five different Interest Periods in effect for all Borrowings consisting of Offshore Rate Loans.

Procedure for Borrowing. (a1) Each Borrowing of Revolving Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Agent in the form of a Notice notice of Borrowing borrowing ("NOTICE OF BORROWING"), which notice must be received by the Agent (i) prior to 10:00 a.m. 12:00 noon (New York City Dallas, Texas time) on or three Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Rate Loans and such notice shall specify(ii) no later than 11:00 a.m. (Dallas, Texas time) on the requested Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount must equal or exceed $500,000 (and increments of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aamount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Revolving Loans or LIBOR Rate Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBOR Rate LoansRevolving Loans (and if not specified, such it shall be deemed a request for an Interest Period shall be of one month: ); provided, however, that with respect to any Borrowing the Borrowings to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing Borrowings will consist of Base Rate Revolving Loans only. (b2) In lieu of delivering a Notice of Borrowing, the Borrower may give the Agent telephonic notice of such request by the required time for advances to the Designated Account. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (3) The Agent will promptly notify each Bank Borrower shall have no right to request a LIBOR Rate Loan while a Default or Event of its receipt of any Notice of Borrowing Default has occurred and of the amount of such Bank’s Pro Rata Share of that Borrowingis continuing.

Procedure for Borrowing. In order to effect a borrowing hereunder, the Borrower shall give the Administrative Agent written irrevocable notice (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Administrative Agent prior to 10:00 a.m. (12:00 Noon, New York City time, (a) on or three Business Days prior to the requested Borrowing Date, and in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the Facility under which such notice shall specify: borrowing is to be made, (Aii) 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 amount of $5,000,000 equal to (x) in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate ABR Loans, $5,000,000 or any a whole multiple of $1,000,000 in excess thereof; providedthereof (or, howeverif the then aggregate Available Revolving Commitments are less than $5,000,000, that the Borrower may request (xsuch lesser amount) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the duration then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount); provided that the Swingline Lender may request, on behalf of the Interest Period applicable Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.5; and provided, further, that Revolving Loans that refund draws under the Letters of Credit or Swingline Loans may be in amounts less than specified above. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Loans included in such notice. If Administrative Agent for the Notice of Borrowing fails to specify the duration account of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansBorrower at the Funding Office prior to 12:00 Noon, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) , on the Closing Borrowing Date and such Borrowing requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will consist of Base Rate Loans only. (b) The then be made available to the Borrower by the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and crediting the account of the amount Borrower on the books of such Bank’s Pro Rata Share office with the aggregate of that Borrowingthe amounts made available to the Administrative Agent by the relevant Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent (i) prior to 10:00 11:00 a.m. (New York City San Francisco time) on or three Business Days prior to the requested Borrowing DateDate in the case of Offshore Rate Loans, and such notice shall specify: or (ii) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date in the case of Base Rate Loans; specifying: (A) the amount of the Borrowing, Borrowing (which shall be in an aggregate minimum amount of $5,000,000 2,000,000 in the case of Eurodollar Offshore Rate Loans or and $1,000,000 in the case of Base Rate Loans, or any integral multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(aexcess thereof); ; (B) the requested Borrowing Date, which shall be a Business Day; ; (C) the Type of Loans comprising the Borrowing; Borrowing (provided that any Loan made on the Closing Date shall only consist of Base Rate Loans); and (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) three months. The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Borrowing. Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent. (b) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be made upon the Borrower’s irrevocable written notice delivered requested pursuant to the terms of Section 5.2 of the Participation Agreement, 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 Agent prior to 10:00 a.m. 12:00 Noon, Charlotte, North Carolina time, at least three (New York City time3) on or Business Days prior to the requested Borrowing Date, and such notice shall specify: Date specifying (Ai) the amount to be borrowed (which on any date shall not be in excess of the Borrowingthen Available Commitments), which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is to be a Business Day; (C) the Type combination of Eurodollar Loans comprising the Borrowing; (D) other than in the case of Base Rate and ABR Loans, the duration respective amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the Loans included in such notice. If the Notice of Borrowing fails 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: provided, however, that with respect 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 Borrowing to be made on such notice from the Closing DateBorrower, the Notice Agent shall promptly notify each Lender thereof. Each Lender will make the amount of Borrowing shall be delivered its pro rata share of each borrowing available to the Agent no later than 10:00 a.m. (New York City for the account of the Borrower at the office of the Agent specified in Section 9.2 prior to 12:00 Noon, Charlotte, North Carolina time) , on the Closing Borrowing Date requested by the Borrower in funds immediately available to the Agent. Such borrowing will then be made available to the Borrower by the Agent crediting an account designated, subject to Section 9.1 of the Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Agent by the Lenders and such Borrowing will consist in like funds as received by the Agent. No amount of Base Rate Loans onlyany Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder, except as set forth in Section 5.2(d) of the Participation Agreement. (b) The Agent will promptly notify Interest accruing on each Bank Loan during the Construction Period with respect to any Property shall, subject to the limitations set forth in Section 5.1(b) of its receipt the Participation Agreement, be added to the principal amount of any Notice of Borrowing such Loan on the relevant Scheduled Interest Payment Date. On each such Scheduled Interest Payment Date, the Loan Property Cost and of Construction Loan Property Cost shall be increased by the amount of such Bank’s Pro Rata Share of that Borrowinginterest added to the Loans.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City Chicago time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on 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 amount of not less than $5,000,000 in the case of Eurodollar Rate Loans 2,500,000 or $1,000,000 in the case of Base Rate Loans, or any a higher multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Committed Borrowing; (D) other than in the case of Base a Borrowing of Offshore Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, therefor; and provided that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 9:00 a.m. (New York City Chicago time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent Each Lender will promptly notify each Bank of its receipt of any Notice of Borrowing and of make the amount of such Bank’s its Pro Rata Share of that each Borrowing available to the Agent for the account of the Company at the Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds by 12:00 noon (Chicago Time). The proceeds of all such Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (c) After giving effect to any Borrowing, there may not be more than 10 different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent prior to 10:00 9:00 a.m. (New York City San Francisco time) on or (i) three Business Days prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Offshore Rate Loans or $1,000,000 Loans; and (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, or specifying: (x) the amount of the Borrowing, which, in the case of a borrowing of Offshore Rate Loans, shall be in an aggregate minimum principal amount of $1,000,000 and any multiple of $1,000,000 100,000 in excess thereof, and in the case of a borrowing of Base Rate Loans, shall be in an aggregate minimum principal amount of $500,000 and any multiple of $50,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; ; (Cz) whether the Type Borrowing is to be comprised of Loans comprising the Borrowing; (D) other than in the case of Base Offshore Rate Loans, Base Rate Loans or any combination thereof; and (iv) the duration of the Interest Period applicable to the Offshore Rate Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: ; provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent no not later than 10:00 9:00 a.m. (New York City San Francisco time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; provided, further, that if so requested by the Administrative Agent or the Syndication Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Promptly after receipt of a Notice of Borrowing, the Administrative Agent will promptly shall notify each Bank of the proposed Borrowing. Each Bank shall make available to the Administrative Agent its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowingthe amount (if any) by which the principal amount of the proposed Borrowing exceeds the principal amount of the Loans (if any) being converted or continued on the Borrowing Date, in immediately available funds, by remitting such funds to: Bank of America National Trust and Savings Association, ABA No. 121-▇▇▇-▇▇▇, ▇▇tn: Agency Administrative Services #5596 For credit to: - 16 - Cinemark Investments Credit Agreement 26 BANCONTROL Account No. 12335-16417, Reference: Cinemark Investments, no later than 11:00 a.m. (San Francisco time) on the Borrowing Date. Upon satisfaction of the conditions set forth in Section 4.02, the Administrative Agent shall make available to the Company in like funds on such Borrowing Date the aggregate of the amounts (if any) so made available by the Banks by causing an amount equal to such aggregate amount (if any) received by the Administrative Agent to be credited to the account of the Company as specified by the Company in writing. If the conditions set forth in Section 4.02 are not satisfied, the Administrative Agent shall promptly return such funds to the Banks making the same available. (c) Unless the Majority Banks shall otherwise agree, during the existence of an Event of Default, the Company may not elect to have a Loan be made as an Offshore Rate Loan.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the BorrowerCompany’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 11:00 a.m. (New York City time) on or (i) three Business Days prior to the requested date of a proposed Borrowing Datecomprised of LIBOR Loans, and such notice shall specify: (Aii) on the amount requested date of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case a proposed Borrowing comprised of Base Rate Loans), or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a);specifying: (Bi) the requested Borrowing Date, which shall be a Business Day; (Cii) the Type aggregate amount of Loans comprising the Borrowing; , which (DA) other than in the case of Base Rate the Borrowing of Term Loans shall not exceed the Term Commitments and (B) in the case of a Borrowing of Revolving Loans, (x) shall not exceed the unused portion of the Revolving Commitments and (y) shall be in a minimum principal amount of US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof; and (iii) in the case of a Borrowing comprised of LIBOR Loans, the duration of the initial Interest Period applicable to the Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansBorrowing, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that such Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s Payment Office by 11:00 a.m. (New York City time) on the Borrowing Date in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent, pursuant to Section 6.06, in like funds as received by the Administrative Agent, by wire transfer in accordance with the Notice of Borrowing. (d) (i) All Term Loans shall have the same Interest Period.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City Chicago time) on or (i) two (2) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and such notice shall specify(ii) on 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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple of $1,000,000 100,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: providedthree months; and (E) the amount of the requested Loans comprising Tranche A Loans and Tranche B Loans, howeverrespectively; PROVIDED, HOWEVER, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if the Administrative Agent has determined in its sole discretion that syndication of the Loans has not been completed, then all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s ▇▇▇▇▇▇'s Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent at such office by crediting the account of the 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 or by wire transfer in accordance with the directions of the Company. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect. (e) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Administrative Agent or any ▇▇▇▇▇▇ believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (ai) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a notice of borrowing in the form of Exhibit B (“Notice of Borrowing”) together with a Borrowing Base Certificate reflecting sufficient Availability, (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City Pasadena, California time) on or (A) three Business Days prior to the requested Borrowing Funding Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar LIBOR Rate Loans or $1,000,000 and (B) no later than 11:00 a.m. (Pasadena, California time) on the requested Funding Date, in the case of Base Rate Loans, specifying: (1) the applicable Borrower; (2) the amount of the Borrowing, which, in the case of LIBOR Rate Loans, shall be in an amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B3) the requested Borrowing Funding Date, which shall be a Business Day; (C4) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Loans or LIBOR Rate Loans; and (D5) other than in the case of Base Rate Loans, the duration of the Interest Period applicable if the requested Revolving Loans are to the Loans included in such noticebe LIBOR Rate Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBOR Rate Loans, such Interest Period shall be one month: ; provided, however, that with respect to any Borrowing the Borrowing, if any, to be made on the Closing Loan Availability Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (bii) The Agent will promptly notify each Bank With respect to any request for Base Rate Loans, in lieu of its receipt of any delivering the above-described Notice of Borrowing and the Borrower may give the Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in writing within 24 hours of the amount giving of such Bank’s Pro Rata Share notice, but the Agent shall be entitled to rely on the telephonic notice in making such Revolving Loans. (iii) After giving effect to any Borrowing of that BorrowingLIBOR Rate Loans, there may not be more than five different Interest Periods in effect hereunder.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the BorrowerCompany’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing duly completed which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 p.m. (New York City Chicago, Illinois time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of LIBO Rate Loans; and such notice shall specify:(ii) on the requested Borrowing Date, in the case of Base Rate Loans. (Ab) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar (A) for Base Rate Loans or equal to the lesser of (x) $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple integrals of $100,000 in excess thereof or (y) the unadvanced portion of the applicable Available Borrowing Base and (B) for LIBO Rate Loans $1,000,000 or any multiple integrals of $1,000,000 in excess thereofthereof (if the Available Borrowing Base as of such Borrowing Date will be less than $1,000,000, then the Company may not request an LIBO Rate Loan); provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) the Company’s calculation of the current Applicable Margin; (iv) the Interest Rate Type of Loans comprising the Borrowing; ; and (Dv) other than in the case of Base for LIBO Rate Loans, Loans the duration of the Interest Period applicable to the Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBO Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (bc) The number of tranches outstanding of LIBO Rate Loans, whether under a Borrowing, conversion or continuation, shall not exceed eight (8) at any one time. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender’s Pro Rata Share of that Borrowing. (e) Provided the applicable conditions in Article V are met, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Agent’s Payment Office by 12:00 p.m. (Chicago, Illinois time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer to the account(s) specified by the Company in the related Notice of Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the a Borrower’s 's irrevocable written notice delivered to the Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. (New York City San Francisco time) on or (i) three Business Days prior to the requested Borrowing Datedate, in the case of Eurodollar Rate Loans; and such notice shall specifyone Business Day prior to the requested Borrowing date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be be: (1) for Eurodollar Rate Loans, in an aggregate minimum principal amount of Three Million dollars ($5,000,000 3,000,000) or any multiple of One Million dollars ($1,000,000) in the case of Eurodollar Rate Loans or $1,000,000 in the case of excess thereof and (2) for Base Rate Loans, in an aggregate minimum principal amount of One Million dollars ($1,000,000) or any multiple of One Million dollars ($1,000,000 1,000,000) in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Datedate, which shall be a Business Day; (Ciii) whether the Type Borrowing is to be comprised of Eurodollar Rate Loans comprising the Borrowing; (D) other than in the case of or Base Rate Loans, ; and (iv) the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails of Loans 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: providedthree months; PROVIDED THAT, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 9:00 a.m. (New York City San Francisco time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Upon receipt of each Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Commitment Percentage of that the Borrowing. (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to the Agent for the account of the relevant Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by the relevant Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the relevant Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the relevant Borrower of like funds as received by the Agent. (d) Unless the Majority Banks shall otherwise agree, during the existence of an Event of Default, the Borrowers may not elect to have a Loan be made as, or converted into or continued as, an Eurodollar Rate Loan. (e) After giving effect to any Borrowing, there shall not be more than 12 different Interest Periods in effect for Eurodollar Rate Loans outstanding.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City Honolulu, Hawaii time) on or (i) four Business Days prior to the requested Borrowing Datedate, in the case of LIBO Rate Advances; and such notice shall specify(ii) one Business Day prior to the requested Borrowing date, in the case of Prime Rate Advances, specifying: (A) whether the Borrowing is to be comprised of LIBO Rate Advances and/or Prime Rate Advances; (B) the amount of the Borrowing, which ; PROVIDED that LIBO Rate Advances shall be in an aggregate minimum principal amount of Two Million Dollars ($5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, 2,000,000) or any integral multiple of One Hundred Thousand Dollars ($1,000,000 100,000) in excess thereof; provided, however, and that the Borrower may request (x) up to two Borrowings of Base Prime Rate Loans Advances shall be in a an aggregate minimum principal amount of One Hundred Thousand Dollars ($500,000 100,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)excess thereof; (BC) the requested Borrowing Datedate, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in if the case requested Borrowing consists of Base one or more LIBO Rate LoansAdvances, the duration of the Interest Period applicable to the Loans included in such notice. If thereto; PROVIDED HOWEVER, that if the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar such LIBO Rate LoansAdvances, such Interest Period shall be one month: providedthree (3) months; and (E) if permitted pursuant to Section 7.07(e) hereof, however, that with respect to any whether the requested Borrowing to be made on is for the Closing Date, the Notice purpose of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlya Western Pacific Advance. (b) The Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Commitment Percentage of that the Borrowing. (c) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office by 11:00 a.m. Honolulu, Hawaii time on the Borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of First Hawaiian Bank or such other accounts as the Borrower, may specify, with the aggregate of the amounts made available to the Administrative Agent by the Banks and like funds as received by the Administrative Agent. (d) The proceeds from Advances shall be used for (i) general corporate purposes of the Borrower and its Subsidiaries, including working capital, set aside letters for bonding purposes, development and land acquisition, and (ii) Western Pacific Advances pursuant to Section 7.07(e) hereof, and not in contravention of any provision of this Agreement or any Requirement of Law. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, all LIBO Rate Advances shall automatically be converted into Prime Rate Advances. The Borrower shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any such conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below. (f) After giving effect to any Borrowing, there shall not be more than five (5) LIBO Rate Advances in effect. (g) Notwithstanding any other provision herein, the Borrower shall not be permitted to request or obtain LIBO Rate "A" Advances or Prime Rate "A" Advances (but shall be permitted to request or obtain LIBO Rate "B" Advances, LIBO Rate "C" Advances, Prime Rate "B" Advances or Prime Rate "C" Advances) during the period that the Borrower has the right to make Western Pacific Advances pursuant to Section 7.07(e), and if during such period, the Borrower's Leverage Ratio and Interest Coverage Ratio are such that they would have qualified for a LIBO Rate "A" Advance or a Prime Rate "A" Advance, the Borrower shall only be eligible for a LIBO Rate "B" Advance or a Prime Rate "B" Advance, respectively. This prohibition shall be terminated upon the earlier of: (i) the termination of the Borrower's right to make Western Pacific Advances under Section 7.07(e), or (ii) December 31, 2001.

Procedure for Borrowing. (a1) Each Borrowing of Loans by a Borrower (including BABC Loans) shall be made upon the such Borrower’s 's irrevocable written notice delivered to the Administrative Agent in substantially the form of attached hereto as Exhibit C (a "Notice of Borrowing") together with a Borrowing Base Certificate reflecting sufficient Individual Availability of such Borrower (and sufficient Combined Availability for all Borrowers), which notice must be received by the Administrative Agent prior to 10:00 a.m. (not later than 12:00 Noon New York City timetime (i) on or at least three Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Rate Loans and such notice shall specify(ii) no later than 12:00 Noon on the requested Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Funding Date, which shall be a Business Day; (C) whether the Type of Loans comprising the Borrowing;requested are to be Base Rate Loans or LIBOR Rate Loans; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable if the requested Loans are to the Loans included in such noticebe LIBOR Rate Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBOR Rate Loans, such Interest Period shall be one month: ; provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and provided, further, that no Notice of Borrowing shall be required with respect to any Borrowing pursuant to Section 2.2(i) or Section 2.4(e)(2). (b2) The Agent will promptly notify each Bank After giving effect to any Borrowing, there may not be more than seven (7) LIBOR Rate Loans outstanding in the aggregate for both Borrowers. (3) With respect to any request for Base Rate Loans, in lieu of its receipt of any delivering the above-described Notice of Borrowing and a Borrower may give the Administrative Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in writing within 24 hours of the amount giving of such Bank’s Pro Rata Share of that Borrowingnotice but the Administrative Agent shall be entitled to rely on the telephonic notice in making such Base Rate Loans.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing Borrowing, which notice must be received by the Administrative Agent prior to 10:00 9:00 a.m. (New York City California time) on or (i) three Business Days prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Offshore Rate Loans or $1,000,000 Loans; and (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, or specifying: (i) the amount of the Borrowing, which, in the case of a borrowing of Offshore Rate Loans, shall be in an aggregate minimum principal amount of $1,000,000 and any multiple of $1,000,000 250,000 in excess thereof, and in the case of a borrowing of Base Rate Loans, shall be in an aggregate minimum principal amount of $500,000 and any multiple of $200,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) whether the Type Borrowing is to be comprised of Loans comprising the Borrowing; (D) other than in the case of Base Offshore Rate Loans, Base Rate Loans or any combination thereof; and (iv) the duration of the Interest Period applicable to the Offshore Rate Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: ; provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent no not later than 10:00 9:00 a.m. (New York City California time) on one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; provided, further, that if so requested by the Administrative Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Promptly after receipt of a Notice of Borrowing, the Administrative Agent will promptly shall notify each Bank of the proposed Borrowing. Each Bank shall make available to the Administrative Agent its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowingthe amount (if any) by which the principal amount of the proposed Borrowing exceeds the principal amount of the Loans (if any) being repaid on the Borrowing Date, in immediately available funds, by remitting such funds to: Bank of America National Trust and Savings Association, ABA No. 121-▇▇▇-▇▇▇, ▇▇tn: Agency Administrative Services #5596 For credit to: BANC▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 12332-16503, Reference: Cinemark Mexico (USA), Inc., no later than 11:00 a.m. (California time) on the Borrowing Date. Upon satisfaction of the conditions set forth in Section 4.02, the Administrative Agent shall make available to Borrower in like funds on such Borrowing Date the aggregate of the amounts (if any) so made available by the Banks by causing an amount equal to such aggregate amount (if any) received by the Administrative Agent to be credited to the account of Borrower as specified by Borrower in writing. If the conditions set forth in Section 4.02 are not satisfied, the Administrative Agent shall promptly return such funds to the Banks making the same available. (c) Unless the Majority Banks shall otherwise agree, during the existence of an Event of Default, Borrower may not elect to have a Loan be made as an Offshore Rate Loan.

Procedure for Borrowing. (a) Each Borrowing of Loans (other than Swing Line Loans) shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. 1:00 p.m.) (New York City time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Rate Loans; and such notice shall specify(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 amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) whether the Loans comprising the Borrowing shall be Acquisition Loans or Revolving Loans and, if the Loans comprising the Borrowing shall be Acquisition Loans, whether the Acquisition Loans comprising the Borrowing shall be Specified Acquisition Loans; and (E) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: . provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing (or a deemed notice of Borrowing under Section 2.16(c)(ii)) and of the amount of such Bank’s Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent’s Payment Office by 1:00 p.m. (New York City time) on the Borrowing Date requested by the Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Borrower by the Agent on the Borrowing Date by crediting the Borrower’s Account with the aggregate of such amounts made available to the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, there may not be more than ten different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans The Company may borrow under the Commitments on any Business Day, PROVIDED that, with respect to any borrowing, the Company shall be made upon give the Borrower’s Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (or, with respect to Swing Line Loans, 3:00 p.m.), New York City time, (i) on or three Business Days prior to the requested Borrowing Date if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Swing Line Loans, on the requested Borrowing Date, ) if the borrowing is to be solely of Alternate Base Rate Loans) and such notice shall specify: specifying (A) the amount of the Borrowingborrowing, which (B) whether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, (C) if the borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans and (D) whether the Loan is a Swing Line Loan or a Revolving Credit Loan. Upon receipt of such notice the Administrative Agent 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 shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 11.2 (or at 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 (except that proceeds of Swing Line Loans will be made available to the Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Company, at the office of the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by the Administrative Agent from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in an such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate minimum principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $5,000,000 in the case of Eurodollar Rate Loans 2,000,000 or $1,000,000 in the case of Base Rate Loans, or any a whole multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter thereof and (yii) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which no more than six Interest Periods shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for effect at any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City Chicago time)) on or (i) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and such notice shall specify(ii) one (1) 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 amount of (i) $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that thereof in the Borrower may request (x) up to two Borrowings case of Base Offshore Rate Loans in a minimum amount and (ii) $1,000,000 or any multiple of $500,000 in any fiscal quarter and (y) Borrowings excess thereof in the case of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing;; and (D) other than in the case of Base if an Offshore Rate LoansLoan, the duration of the Interest Period applicable to the such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: three months. provided, however, that with respect to any the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no not later than 10:00 a.m. 12:00 noon (New York City Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first sixty (60) days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (Chicago time) on the Borrowing Date requested by the Borrower in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Loans occurring on a date other than an Advance Date specified on Schedule III shall be made upon after irrevocable notice, given not later than 11:00 a.m. on the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent prior to 10:00 a.m. (New York City time) on or third Business Day prior to the requested date of any Borrowing by the Borrower to the Administrative Agent. Such irrevocable notice of Borrowing (“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or facsimile, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing (which shall be in the amount of either (A) the aggregate Available Commitments or, if less, (B) €10,000,000 or any whole multiple of €1,000,000 in excess thereof), (iii) the use of proceeds in connection with such Borrowing and (iv) the Interest Period for such Borrowing. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify the Applicable Lenders thereof by facsimile. Not later than 11:00 a.m. on the date of such Borrowing, each Applicable Lender shall make available to the Administrative Agent at its office specified in Section 8.02 its applicable portion of such Borrowing (determined ratably in accordance with the respective Available Commitments of the Applicable Lenders) in immediately available funds. Promptly upon the Administrative Agent’s receipt of such funds and the fulfillment or written waiver of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available directly to the Borrower. (b) Each Advance not made pursuant to the procedures set forth in clause (a) above shall be made by the Lenders on the Advance Dates set forth on Schedule III in the amounts specified on such Schedule III as the Rollover Amount for each such Lender without further notice from the Borrower. At least three (3) but no more than five (5) Business Days prior to each such Advance Date, and the Administrative Agent shall notify each Lender, by facsimile, of (i) the Advance Date, (ii) the aggregate amount of such notice shall specify: Borrowing, (Aiii) the amount of the Borrowing, Advance to be made by such Lender on such Advance Date (which shall be in an aggregate minimum the amount of $5,000,000 in specified as the case of Eurodollar Rate Loans or $1,000,000 in Rollover Amount for such Lender for such Advance Date on the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter then effective Schedule III and (yiv) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for such Borrowing. On each such Advance Date, in lieu of funding to the Administrative Agent immediately available funds in accordance with the foregoing: (i) Each Rollover Lender shall provide written notice in the form of Exhibit C by facsimile to the Existing Facility Agent, with a copy to the Administrative Agent, stating that such Lender’s Existing Facility Advances under the Existing Credit Facility have been satisfied by the Borrower in an amount equal to the Rollover Amount (the “Repaid Amount”) as of the Advance Date and that no funds in respect of the Repaid Amount need be paid on such date by the Borrower to the Existing Facility Agent or by the Existing Facility Agent to such Rollover Lender (it being understood that the portion of any Borrowing comprised Existing Facility Advances being repaid on such date in excess of Eurodollar Rate Loans, the Rollover Amount must be paid by the Borrower in funds as provided in the Existing Credit Facility); and (ii) such Interest Period Rollover Lender shall be one month: provideddeemed to have made, howeverand have outstanding hereunder, that portion of the requested Advance on such Advance Date equal to the Rollover Amount without any requirement that such Lender make available any funds in such amount to the Administrative Agent or the Borrower on such Advance Date (it being understood that the portion of any requested Advance that does not constitute a Rollover Amount shall be advanced in accordance with respect the preceding paragraph). (c) Each Notice of Borrowing and, unless the Borrower notifies the Administrative Agent that there will be no Borrowing on a specified Advance Date five (5) Business Days prior to such Advance Date, the Advance Dates set forth on Schedule III shall be irrevocable and binding on the Borrower. If, pursuant to such notice of no Borrowing, any portion of any Rollover Lender’s Available Commitment as of such Advance Date remains undrawn as of such Advance Date, the Commitment of such Lender shall automatically be reduced by such undrawn amount and may not be reinstated. The Borrower shall indemnify each Applicable Lender against any loss, cost or expense incurred by such Applicable Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing or on Schedule III the applicable conditions for the making of the Advances set forth in Article 4, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Applicable Lender to fund the Advance to be made on by such Applicable Lender as part of the Closing Date, the Borrowing requested under such Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) when such Advance, as a result of such failure, is not made on the Closing Date and such Borrowing will consist of Base Rate Loans onlydate. (bd) The Agent will promptly notify each Bank Upon (i) any prepayment of its receipt Existing Facility Advances under the Existing Credit Facility, (ii) the giving of any Notice of Borrowing for Advances to be made on a date other than an Advance Date listed on Schedule III or (iii) any assignment by a Rollover Lender of any portion of its Commitment, the Borrower shall, in the case of clause (i), notify the Administrative Agent and, in each case, the Borrower and the Administrative Agent shall amend and restate Schedule III without further action by or consent of any Lender to reflect the additional Advance Date and the changed Rollover Amounts of the amount applicable Lender(s) and shall provide a copy of such Bank’s Pro Rata Share amended and restated Schedule III to each Lender making an Advance on such Advance Date or whose Rollover Amount has changed as a result of that Borrowingthe amendment or restatement of Schedule III.

Procedure for Borrowing. (a) Each Borrowing of Loans occurring on a date other than an Advance Date specified on Schedule III shall be made upon the Borrower’s after irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent prior to 10:00 a.m. (New York City time) on or prior to the requested Borrowing Datenotice, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no given not later than 10:00 a.m. (New York City time) on the Closing Date and third Business Day prior to the requested date of any Borrowing by the Borrower to the Administrative Agent. Such irrevocable notice of Borrowing (“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or facsimile, in substantially the form of Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing (which shall be in the amount of either (A) the aggregate Available Commitments or, if less, (B) TT$3,000,000 or any whole multiple of TT$600,000 in excess thereof), (iii) the use of proceeds in connection with such Borrowing and (iv) the Interest Period for such Borrowing. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify the Applicable Lenders thereof by facsimile. Not later than 10:00 a.m. (New York time) on the date of such Borrowing, each Applicable Lender shall make available to the Administrative Agent at its office specified in Schedule 8.2 its applicable portion of such Borrowing (determined ratably in accordance with the respective Available Commitments of the Applicable Lenders) in immediately available funds. Promptly upon the Administrative Agent’s receipt of such funds and the fulfillment or written waiver of the applicable conditions set forth in Article 4, the Administrative Agent will consist of Base Rate Loans onlymake such funds available directly to the Borrower. (b) The Each Advance not made pursuant to the procedures set forth in clause (a) above shall be made by the Lenders on the Advance Dates set forth on Schedule III in the amounts specified on such Schedule III as the Rollover Amount for each such Lender without further notice from the Borrower. At least three (3) but no more than five (5) Business Days prior to each such Advance Date, the Administrative Agent will promptly shall notify each Bank Lender, by facsimile, of its receipt (i) the Advance Date, (ii) the aggregate amount of such Borrowing, (iii) the amount of the Advance to be made by such Lender on such Advance Date (which shall be the amount specified as the Rollover Amount for such Lender for such Advance Date on the then effective Schedule III and (iv) the Interest Period for such Borrowing. On each such Advance Date, in lieu of funding to the Administrative Agent immediately available funds in accordance with the foregoing: (i) Each Rollover Lender shall provide written notice in the form of Exhibit C by facsimile to the Existing Facility Agent, with a copy to the Administrative Agent, stating that such Lender’s Existing Facility Advances under the Existing Credit Facility have been satisfied by the Borrower in an amount equal to the Rollover Amount (the “Repaid Amount”) as of the Advance Date and that no funds in respect of the Repaid Amount need be paid on such date by the Borrower to the Existing Facility Agent or by the Existing Facility Agent to such Rollover Lender (it being understood that the portion of any Existing Facility Advances being repaid on such date in excess of the Rollover Amount must be paid by the Borrower in funds as provided in the Existing Credit Facility); and (ii) such Rollover Lender shall be deemed to have made, and have outstanding hereunder, that portion of the requested Advance on such Advance Date equal to the Rollover Amount without any requirement that such Lender make available any funds in such amount to the Administrative Agent or the Borrower on such Advance Date (it being understood that the portion of any requested Advance that does not constitute a Rollover Amount shall be advanced in accordance with the preceding paragraph). (c) Each Notice of Borrowing and, unless the Borrower notifies the Administrative Agent that there will be no Borrowing on a specified Advance Date five (5) Business Days prior to such Advance Date, the Advance Dates set forth on Schedule III shall be irrevocable and binding on the Borrower. If, pursuant to such notice of no Borrowing, any portion of any Rollover Lender’s Available Commitment as of such Advance Date remains undrawn as of such Advance Date, the Commitment of such Lender shall automatically be reduced by such undrawn amount and may not be reinstated. The Borrower shall indemnify each Applicable Lender against any loss, cost or expense incurred by such Applicable Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing or on Schedule III the applicable conditions for the making of the Advances set forth in Article 4, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Applicable Lender to fund the Advance to be made by such Applicable Lender as part of the Borrowing requested under such Notice of Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Upon (i) any prepayment of Existing Facility Advances under the Existing Credit Facility, (ii) the giving of any Notice of Borrowing for Advances to be made on a date other than an Advance Date listed on Schedule III or (iii) any assignment by a Rollover Lender of any portion of its Commitment, the Borrower shall, in the case of clause (i), notify the Administrative Agent and, in each case, the Borrower and the Administrative Agent shall amend and restate Schedule III without further action by or consent of any Lender to reflect the additional Advance Date and the changed Rollover Amounts of the amount applicable Lender(s) and shall provide a copy of such Bank’s Pro Rata Share amended and restated Schedule III to each Lender making an Advance on such Advance Date or whose Rollover Amount has changed as a result of that Borrowingthe amendment or restatement of Schedule III.

Procedure for Borrowing. (a) Each Borrowing of Loans The Borrower shall be made upon the Borrower’s irrevocable written notice delivered to give the Agent a Notice of Borrowing, in the form of a Notice of Borrowing which notice must be received by the Agent Exhibit B hereto, prior to 10:00 11:00 a.m. (New York City Connecticut time), on the date of a Borrowing of a Base Rate Loan and at least three (3) on or prior to the requested Business Days before a Borrowing Dateof a Eurodollar Rate Loan, and such notice shall specifyspecifying: (Ai) the amount date of the such Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day;, (Cii) the Type principal amount of Loans comprising the such Borrowing;, (Diii) other than in whether the case of Revolving Loan comprising such Borrowing is to be a Base Rate LoansLoan or a Eurodollar Rate Loan, the duration of and (iv) if a Eurodollar Rate Loan, the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) Borrowing. The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and the amount of the Borrowing thereunder. (b) No Notice of Borrowing shall be revocable by the Borrower. (c) Not later than 2:00 p.m. (Connecticut time) on the date of each Borrowing, each Bank shall (except as provided in subsection (e) of this Section) make available its pro rata share of such Borrowing, in Dollars and in federal or other funds immediately available in Hartford, Connecticut, to the Agent at its address set forth on the signature pages hereof or at such other address as the Agent may hereafter designate by notice to the Borrower and the Banks and, unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied (in which case the Agent will give prompt notice to the Borrower and the Banks thereof), the Agent will promptly make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. (d) There shall be no more than four (4) Interest Periods relating to Eurodollar Rate Loans outstanding at any time. (e) If any Bank makes a new Revolving Loan hereunder on a day on which the Borrower is to repay an outstanding Revolving Loan from such Bank, such Bank shall apply the proceeds of the new Revolving Loan to make such repayment and only an amount equal to the excess (if any) of the amount being borrowed over the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (c) of this Section, or remitted to the Agent as provided in Section 2.10, as the case may be. (f) Notwithstanding anything to the contrary herein contained, if, upon the expiration of any Interest Period applicable to any Borrowing of a Revolving Loan, the Borrower shall not have repaid the Revolving Loan and 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 Bank’s Pro Rata Share Revolving Loan, and the proceeds of that the new Borrowing shall be applied directly to repay such outstanding principal amount on the day of such Borrowing.

Procedure for Borrowing. (ai) Each Borrowing of Loans shall be made upon the applicable Borrower’s 's irrevocable written notice delivered to the Administrative Agent in the form of a notice of borrowing ("Notice of Borrowing Borrowing"), to the Appropriate Notice Office which notice must be received by the Agent prior to 10:00 a.m. 12:00 noon (New York City timeprevailing time in the location of the Appropriate Notice Office) on or (i) three (3) Business Days prior to the requested Borrowing Funding Date, in the case of LIBOR Rate Loans, and such notice shall specify(ii) no later than 11:00 a.m. (prevailing time in the location of the Appropriate Notice Office) on the requested Funding Date, in the case of Base Rate Loans, specifying: (A1) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar a LIBOR Rate Loan must equal or exceed $1,000,000 for US Revolving Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate pound)100,000 for UK Revolving Loans in a minimum amount (and increments of $500,000 or (pound)100,000, respectively, in any fiscal quarter and (yexcess of such amount) Borrowings of Base Rate Loans in such amount as is necessary to pay to or the Agent Foreign Currency Equivalent or the amounts required by the last sentence of Section 2.13(a)Sterling Equivalent, if applicable, thereof; (B2) the currency in which the Borrowing is required, which must be an Approved Currency; (3) the requested Borrowing Funding Date, which shall must be a Business Day; (C4) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans; and (D5) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LoansLIBOR Revolving Loans (and if not specified, such it shall be deemed a request for an Interest Period shall be of one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only). (bii) In the case of US Revolving Loans only, in lieu of delivering a Notice of Borrowing, the Parent may give the Administrative Agent telephonic notice of such request for US Revolving Loans by the required time for advances to a Designated Account. The Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such US Revolving Loans, regardless of whether any written confirmation is received. (iii) No Borrower shall have any right to request a Revolving Loan as a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing. (iv) The Agent will promptly notify each Bank of its receipt of Parent shall not have the right to request a Base Rate Loan for any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that BorrowingApproved Currency other than Dollars.

Procedure for Borrowing. (ai) Each Borrowing of Loans a Revolving Loan shall be made upon the Borrower’s an irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing from the Borrowers' Agent to the Lenders' Agent, which notice Notice of Borrowing must be received by the Lenders' Agent prior to 10:00 a.m. not later than (New York City 1) 12:00 noon, Chicago time) on or , three Business Days prior to the requested Borrowing DateFunding Date in the case of LIBOR Rate Loans and (2) 12:00 noon, and such notice shall specifyChicago time, on the requested Funding Date in the case of Reference Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in requested Loan is a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Revolving Loan; (B) the amount of such Borrowing which, in the case of LIBOR Revolving Loans, shall be in an amount not less than one million dollars ($1,000,000) and in an integral multiple of one hundred thousand dollars ($100,000) in excess thereof; (C) the requested Borrowing Funding Date, which shall be a Business Day; (CD) whether the Type of Revolving Loans comprising the Borrowing;requested are to be Reference Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Reference Rate Revolving Loan); and (DE) other than in the case of Base Rate Loans, the duration of the Interest Period applicable if the requested Revolving Loans are to the Loans included in such noticebe LIBOR Revolving Loans. If the such a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate LIBOR Revolving Loans, such Interest Period shall be one month: provided, however, that with respect . (ii) After giving effect to any Borrowing to (whether in respect of Revolving Loans or Term Loans), there may not be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later more than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlyfive different Interest Periods in effect. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowing.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans (other than a Borrowing of Revolving Loans pursuant to Section 3.03(b)) shall be made upon the Borrower’s 's irrevocable written notice delivered to the Administrative Agent in accordance with Section 12.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent (i) prior to 10:00 11:30 a.m. (New York City time) not less than three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans and (ii) prior to 11:30 a.m. (New York City time) on or prior to the requested Borrowing Date, and such notice shall specifyin 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 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 50,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Type Borrowing is to be comprised of Eurodollar Loans comprising the Borrowing;or Base Rate Loans; and (D) other than in the case of Base Rate Loans, the duration of the Interest Period Period, if any, applicable to the such Revolving Loans included in such notice. If the Notice of Borrowing fails 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: provided, however, that with respect to any Borrowing to be made on the Closing Date, . (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of the contents thereof and of the amount of such Bank's Revolving Commitment Percentage of the requested Borrowing. (c) Each Bank will make the amount of its Revolving Commitment Percentage of each Borrowing shall be delivered available to the Administrative Agent no later than 10:00 a.m. for the account of the Borrower at the Administrative Agent's Payment Office by 2:00 p.m. (New York City time) on the Closing Borrowing Date and requested by the Borrower in funds immediately available to the Administrative Agent. Unless any applicable condition of Article V has not been satisfied, the proceeds of all such Borrowing Revolving Loans (other than Revolving Loans made pursuant to Section 3.03(b)) will consist of Base Rate Loans onlythen be made available to the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower. (bd) The Agent will promptly notify each Bank of its receipt Upon the occurrence and during the continuance of any Notice Specified Default, the Borrower shall not have the right to elect (and shall not elect) to have a Revolving Loan be made as a Eurodollar Loan. (e) After giving effect to any Borrowing, there shall not be more than eight different Interest Periods in effect in respect of Borrowing and of the amount of such Bank’s Pro Rata Share of that Borrowingall Revolving Loans.

Procedure for Borrowing. (a) Each Borrowing of Loans The Borrower may borrow under the Commitments on any Business Day, provided that, with respect to any borrowing, the Borrower shall be made upon give the Borrower’s Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (or, with respect to Swing Line Loans, 3:00 p.m.), New York City time, (i) on or three Business Days prior to the requested Borrowing Date if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Swing Line Loans, on the requested Borrowing Date, ) if the borrowing is to be solely of Alternate Base Rate Loans) and such notice shall specify: specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Loans or Alternate Base Rate Loans or $1,000,000 in the case of Base Rate Loansa combination thereof, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) if the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate borrowing is to be entirely or partly Eurodollar Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any Borrowing comprised such Eurodollar Loans and (D) whether the Loan is a Swing Line Loan or Revolving Credit Loan. Upon receipt of Eurodollar Rate Loans, such Interest Period notice the Administrative Agent shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no promptly notify each affected Lender thereof. Not later than 10:00 a.m. (12:00 noon, New York City time) , on the Closing Borrowing Date specified in such notice, each affected Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in Section 10.2 (or at 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 (except that proceeds of Swing Line Loans will be made available to the Borrower in accordance with Section 2.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Borrower by the Administrative Agent’s crediting the account of the Borrower, at the office of the Administrative Agent specified in Section 10.2, with the aggregate amount actually received by the Administrative Agent from the Lenders and such Borrowing will consist of Base Rate Loans onlyin like funds as received by the Administrative Agent. (b) The Agent will promptly notify each Bank Any borrowing of its receipt of any Notice of Borrowing Eurodollar Loans hereunder shall be in such amounts and of be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of such Bank’s Pro Rata Share all Eurodollar Loans having the same Interest Period shall not be less than $500,000 or a whole multiple of that Borrowing$100,000 in excess thereof and (ii) no more than ten Interest Periods shall be in effect at any one time.

Procedure for Borrowing. (a) Each Borrowing of Loans The Borrower may borrow under the Commitments during the Commitment Period on any Banking Day, provided that the Borrower shall be made upon give the Borrower’s Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (New York City 11:00 a.m., Chicago time) on or , three Banking Days prior to the requested Borrowing Date), and such notice shall specify: specifying (Ai) the amount of the Borrowingto be borrowed, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of each such Type of Loan and the lengths of the initial interest Periods therefor and (v) for what purpose the proceeds of the borrowing will be used. Each borrowing under the Commitments shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in an amount, in the case of both Eurodollar Loans and Base Rate Loans, not less than the duration lesser of (x) $1,000,000 or a whole multiple of $100,000 in excess thereof and (y) the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made Maximum Available Commitment on the Closing Datedate of such borrowing. Upon receipt of any such notice from the Borrower at or prior to 11:00 a.m., Chicago time, the Notice of Borrowing Administrative Agent shall be delivered to the Agent promptly notify each Lender thereof no later than 10:00 2:00 p.m. on that day. Upon receipt of any such notice from the Borrower after 11:00 a.m. (New York City Chicago time) , the Administrative Agent shall promptly notify each Lender thereof no later than noon, Chicago time, on the Closing immediately following Banking Day. 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 at the office of the Administrative Agent specified in Section 10.2 prior to 10:00 a.m., Chicago 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 aggregate of the amounts made available to the Administrative Agent by the Lenders and such Borrowing will consist of Base Rate Loans onlyin like funds as received by the Administrative Agent. (b) The Prior to giving a notice of borrowing pursuant to clause (a) of this Section, the Borrower may contact the Administrative Agent will promptly notify each Bank in order to obtain indicative quotes of its receipt of any Notice of Borrowing and of applicable Eurodollar Rates. During normal business hours on Banking Days, the amount of Administrative Agent shall make a designated officer available by telephone to quote such Bank’s Pro Rata Share of that BorrowingEurodollar Rates to the Borrower.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the BorrowerCompany’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing duly completed which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 p.m. (New York City Chicago, Illinois time) on or (i) three Business Days prior to the requested Borrowing Date, in the case of LIBO Rate Loans; and such notice shall specify:(ii) on the requested Borrowing Date, in the case of Base Rate Loans. (Ab) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar (A) for Base Rate Loans or equal to the lesser of (x) $1,000,000 in the case of Base Rate Loans, 500,000 or any multiple integrals of $100,000 in excess thereof or (y) the unadvanced portion of the applicable Available Borrowing Base and (B) for LIBO Rate Loans $1,000,000 or any multiple integrals of $1,000,000 in excess thereofthereof (if the Available Borrowing Base as of such Borrowing Date will be less than $1,000,000, then the Company may not request an LIBO Rate Loan); provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) the Company’s calculation of the current Applicable Margin; (iv) the Interest Rate Type of Loans comprising the Borrowing; ; and (Dv) other than in the case of Base for LIBO Rate Loans, Loans the duration of the Interest Period applicable to the Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar LIBO Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans onlythree months. (bc) The number of tranches outstanding of LIBO Rate Loans, whether under a Borrowing, conversion or continuation, shall not exceed eight (8) at any one time. (d) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender’s Pro Rata Share of that Borrowing. (e) Provided the applicable conditions in Article V are met, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Agent’s Payment Office by 12:00 p.m. (Chicago, Illinois time) on the Borrowing Date requested by the Company, in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent by wire transfer to the account(s) specified by the Company in the related Notice of Borrowing.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Each Borrowing of Loans such requested Advance, which in the case of telephonic notice, shall be made upon the Borrower’s irrevocable written notice delivered to the Agent promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. Toronto, Canada time, (New York City timei) on or one Business Day prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 Date in the case of Eurodollar Prime Rate Loans Loans, or $1,000,000 (ii) two Business Days prior to any proposed Borrowing Date in the case of Base BA Rate Loans, or any multiple . Each Notice of $1,000,000 in excess thereof; provided, however, that the Borrower may request Borrowing shall specify (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (Bi) the requested Borrowing Date, Date (which shall be a Business Day; ), (Cii) the Type principal amount to be borrowed, (iii) the portion of the Advance constituting Prime Rate Loans comprising and/or BA Rate Loans and (iv) if any portion of the Borrowing; proposed Advance is to constitute BA Rate Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (D1) other than day's notice of such Advance prior to funding of a Prime Rate Loan, or at least two (2) days' notice of each Advance prior to funding in the case of Base a BA Rate LoansLoan, each Lender shall provide Agent at its office at BCE Place, 161 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ 2SI, not later than 1:00 p.m., Toronto, Canada time, on the Borrowing Date, in immediately available funds, its Pro Rata share of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Not later than 2:00 p.m., Toronto, Canada time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the duration aggregate amount of the Interest Period applicable such requested Advance. Neither Agent nor any Lender shall incur any liability to the Loans included Borrower in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of acting upon any Notice of Borrowing and of the amount of referred to above which Agent or such Bank’s Pro Rata Share of that Borrowing.Lender

Procedure for Borrowing. In order to effect a borrowing ----------------------- hereunder, the Borrower shall give the Administrative Agent irrevocable notice (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Administrative Agent prior to 10:00 a.m. (2:00 P.M., New York City time, (a) on or three Business Days prior to the requested Borrowing Date, and such notice shall specify: in the case of Eurodollar Loans, or (Ab) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) specifying (i) the amount and Type of Loans to be borrowed, (ii) 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 amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $5,000,000 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 Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, $5,000,000 or any a whole multiple of $1,000,000 in excess thereof; provided, however, that the Borrower Swingline Lender may request (x) up to two Borrowings -------- request, on behalf of Base Rate the Borrower, borrowings under the Revolving Commitments that are ABR Loans in a minimum amount other amounts pursuant to Section 2.5. Upon receipt of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to notice the Administrative Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such noticepromptly notify each Lender thereof. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no Not later than 10:00 a.m. (12:00 Noon, New York City time) , on the Closing Borrowing Date and requested by the Borrower, each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Loan to be made by such Borrowing will consist of Base Rate Loans only. (b) Lender. The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and shall credit the account of the amount Borrower on the books of such Bank’s Pro Rata Share office of that Borrowingthe Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds.

Procedure for Borrowing. (a) Each Borrowing of Loans The Company may borrow under the Commitments on any Business Day, provided that, with respect to any borrowing, the Company shall be made upon give the Borrower’s Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 2:00 p.m. (or, with respect to Swing Line Loans, 3:00 p.m.), New York City time), (i) on or three Business Days prior to the requested Borrowing Date if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Swing Line Loans and Loans made on the Closing Date, on 37 32 the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans and such notice shall specify: specifying (A) the amount of the Borrowingborrowing, which shall (B) whether such Loans are initially to be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Loans or Alternate Base Rate Loans or $1,000,000 in a combination thereof, (C) if the case of Base Rate borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans and (D) whether the Loan is a Tranche B-1 Term Loan (with respect to Loans made on the Closing Date), a Swing Line Loan or any multiple of $1,000,000 in excess thereofa Revolving Credit Loan; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing Date shall be delivered to made initially as Alternate Base Rate Loans. Upon receipt of such notice the Administrative Agent no shall promptly notify each Lender. Not later than 10:00 a.m. (2:00 p.m., New York City time) , on the Closing Borrowing Date specified in such notice, each Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 11.2 (or at 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 (except that proceeds of Swing Line Loans will be made available to the Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Company, at the office of the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by the Administrative Agent from the Lenders and such Borrowing will consist of Base Rate Loans onlyin like funds as received by the Administrative Agent. (b) The Agent will promptly notify each Bank Any borrowing of its receipt of any Notice of Borrowing Eurodollar Loans hereunder shall be in such amounts and of be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of such Bank’s Pro Rata Share all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of that Borrowing$1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (New York City local time) on or (i) two Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, (ii) four Business Days prior to the requested Borrowing Date, in the case of Alternative Currency Loans denominated in a currency specified in the definition of “Alternative Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Alternative Currency Loans are to be denominated in a currency not covered by the preceding clause (ii) above, and such notice shall specify(iv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate minimum requested) pursuant to Section 2.06(b) or Section 3.03(b)) be (1) a Dollar Equivalent amount of not less than $5,000,000 in (or such lesser amount agreed to by the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate LoansAgent), or any and (2) a higher integral multiple of $1,000,000 in excess thereof; provided, however, that 500,000 units of the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Loans comprising the such Borrowing; (D) other than in the case of Base with respect to Term SOFR Loans or Alternative Currency Term Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans, such Interest Period shall be one month: ); provided, howeverthat, that if the applicable Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months (as applicable) as provided in the definition of “Interest Period”, the applicable Notice of Borrowing must be received by the Agent not later than 11:00 a.m. (local time) at least (1) four Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), three Business Days prior to the requested Borrowing Date, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders), (2) six Business Days prior to the requested Borrowing Date, in the case of Alternative Currency Loans denominated in a currency specified in the definition of “Alternative Currency” on the Effective Date, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), five Business Days prior to the requested Borrowing Date, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders), and (3) two additional Business Days prior to the date on which a Notice of Borrowing is otherwise required to be delivered pursuant to this Section 2.03(a), in the case of Alternative Currency Loans to be denominated in a currency not specified in the definition of “Alternative Currency” on the Effective Date, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), on the Business Day immediately following such request, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders); (E) with respect to any a Borrowing to be made on the Closing Dateof Alternative Currency Loans, the Notice Applicable Currency for such Borrowing; and (F) the identity of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and Borrower requesting such Borrowing will consist of Base Rate Loans onlyBorrowing. (b) The Agent will promptly notify each Bank applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Add-On Term Loans, the amount of each applicable Add-On Term Lender’s Add-On Term Percentage of such Borrowing, and (ii) in respect of Borrowings of Revolving Loans (other than Alternative Currency Loans to the extent covered by Section 2.08), (A) the amount of such BankLender’s Pro Rata Share Revolving Percentage of that such Borrowing, and (B) if such Borrowing is in an Alternative Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the matters referred to in clause (ii)(B) of the preceding sentence. (c) Each Lender will make the amount of its Applicable Percentage of each Borrowing available to the Agent for the account of the applicable Borrower at the Agent’s Payment Office by 1:00 p.m. (local time) on the Borrowing Date and in the Applicable Currency requested by such Borrower in Same Day Funds to the Agent. The proceeds of all such Loans will then be made available to the applicable Borrower by the Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as and when received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the 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 such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee of such Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Agent and such Lender.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Borrower’s Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 (i) 10:30 a.m. (New York City Chicago time) on or four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) 11:30 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) 10:30 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Loans, in any such notice shall specifycase, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in not less than the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a)Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the Type of Loans comprising the Borrowing; (Div) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month: ; and (v) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to any Borrowing to be made on if so requested by the Closing DateAdministrative Agent, all Borrowings during the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on first 60 days following the Closing Date shall have the same Interest Period and such Borrowing will consist of shall be, at the Borrower's option, Base Rate Loans onlyor Offshore Rate Loans in Dollars for Interest Periods no longer than one month. (b) The Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact Dollar Equivalent amount of such Bank's Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company at the Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than nine (9) different Interest Periods in effect in the aggregate for all Loans.

Procedure for Borrowing. In order to effect a borrowing ---------------------------- hereunder, the Borrower shall give the Administrative Agent irrevocable notice (a) Each Borrowing of Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Administrative Agent prior to 10:00 a.m. (2:00 P.M., New York City time, (a) on or three Business Days prior to the requested Borrowing Date, and in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) specifying (i) the Facility under which such notice shall specify: Loan is to be borrowed, (Aii) 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 under the Revolving Facility shall be in an aggregate minimum amount equal to (w) in the case of ABR Loans, $5,000,000 or a whole multiple of $5,000,000 1,000,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount) and (x) in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, $5,000,000 or any a whole multiple of $1,000,000 in excess thereof; provided, however, that the Borrower Swingline -------- Lender may request (x) up to two Borrowings request, on behalf of Base Rate the Borrower, borrowings under the Revolving Commitments that are ABR Loans in a minimum other amounts pursuant to Section 2.5. Each borrowing under the Delayed-Draw Term Facility shall be in an aggregate amount of $500,000 in any fiscal quarter and equal to (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the duration of then aggregate Available Delayed-Draw Term Commitments are less than $5,000,000, such lesser amount) and (z) in the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised case of Eurodollar Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of such Interest Period notice the Administrative Agent shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no promptly notify each Lender thereof. Not later than 10:00 a.m. (12:00 Noon, New York City time) , on the Closing Borrowing Date and requested by the Borrower, each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Loan to be made by such Borrowing will consist of Base Rate Loans only. (b) Lender. The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and shall credit the account of the amount Borrower on the books of such Bank’s Pro Rata Share office of that Borrowingthe Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds.

Procedure for Borrowing. The Borrower may borrow Revolving Loans on any Business Day; provided that the Borrower shall notify the Administrative Agent of the Borrowing (the “Borrowing Request”) by telephone or in writing (by hand delivery, facsimile or e-mail) not later than 1:00 p.m., New York City time (a) three (3) U.S. Government Securities Business Days prior to the Borrowing Date, in the case of SOFR Loans, and (b) on the Borrowing Date, in the case of Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or e-mail 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 (i) the amount to be borrowed, (ii) the Borrowing Date, (iii) whether the Borrowing is to consist of SOFR Loans, Alternate Base Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) in the case of SOFR Loans, the length of the Interest Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each Borrowing of Revolving Loans shall be made upon the Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent prior to 10:00 a.m. (New York City time) on or prior to the requested Borrowing Date, and such notice shall specify: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount not less than the lesser of (i) $10,000,000 or a whole multiple of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (yii) Borrowings of Base Rate Loans in such amount as is necessary to pay the then unused Commitments available to the Agent the amounts required by the last sentence Borrower. Upon receipt of Section 2.13(a); (B) the requested any Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) other than in the case of Base Rate LoansRequest, the duration of the Interest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period Administrative Agent shall be one month: provided, however, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. (New York City time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of Lender thereof. Each Lender will make the amount of its pro rata share of each Borrowing of Revolving Loans available to the Administrative Agent for the account of the Borrower in accordance with Section 2.12. The proceeds of each such Bank’s Pro Rata Share Borrowing of that BorrowingRevolving Loans will be made available to the Borrower by the Administrative Agent in accordance with Section 2.12.