Common use of Making Advances Clause in Contracts

Making Advances. (a) Each Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

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

Making Advances. (a) Each Borrowing of DIP Advances shall be made on noticeupon the written notice of the Borrower, given (i) with respect to any Borrowing consisting of Reference Rate Advances, received by Administrative Agent not later than 1:30 p.m., Los Angeles time, 12:00 noon Pacific Time on the Business Day before the date of the proposed prior to such Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in writing in substantially the form of Exhibit E C hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day), ; (Bii) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, proposed Borrowing which shall be $500,000 not exceed the unused portion of the DIP Commitment; and (or, iii) the certification by the Borrower that (i) the use of the Advance is in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or accordance with an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances Approved Budget and (Eii) each of the fact that the statements conditions to Advances set forth in Section 4.2(b) are true as Article IV hereof have been satisfied. Administrative Agent shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. Pacific Time on the day date of such Borrowing, each DIP Advance make available to the Administrative Agent Agent, at its address in Los Angeles referred office at Bank of America Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's DIP Specified Percentage of the aggregate DIP Advances to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the . (b) Unless any applicable conditions set forth condition specified in Article 4IV hereof has not been satisfied, as determined by the Administrative Agent in its discretion, Administrative Agent, upon receipt of fund from the Lenders, will make such the funds promptly available to the Borrower by crediting either (i) wiring such amounts pursuant to any wiring instructions, or (ii) depositing such amount in the Borrower’s concentration account number 0880412175 of the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if in each case as specified by the Borrower gives to the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods)writing. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss aggregate principal amount of anticipated profits), cost or expense incurred by reason of outstanding DIP Advances shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateDIP Commitment. (d) Unless the a Lender shall have notified Administrative Agent receives notice from a Lender before prior to the date of any Borrowing Advance that such Lender it will not make available to the Administrative Agent such Lender’s ratable portion its DIP Specified Percentage of such Borrowingany DIP Advance, the Administrative Agent may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.02(a) hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of by any Lender to make the Advance to be made by it as part available its DIP Specified Percentage of any Borrowing DIP Advance hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date DIP Specified Percentage of such Borrowingany DIP Advance. In no event, but no however, shall any Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date available any portion of any BorrowingDIP Advance.

Making Advances. (a) Each Borrowing of Advances under the Revolving Loan shall be made on noticeupon the written notice of Company, given received by Administrative Agent not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "BORROWING NOTICE") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit EXHIBIT E hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) with respect to Advances under the Revolving Loan, shall not exceed the Commitment less the sum of Advances under the Revolving Loan plus Swing Line Loans and Reimbursement Obligations then outstanding, and (B) shall, for the requested Type Revolving Loan in the case of Advances making up such Borrowinga Borrowing of LIBOR Advances, (C) the requested aggregate be in an amount of such Borrowing, which shall be not less than $500,000 (or5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing consisting of LIBOR Base Rate Advances, be in an amount of not less than $2,000,000) 1,000,000 or an integral multiple of $250,000 500,000 in excess thereof, ; (Diii) in the case Type of a Advances of which the Borrowing consisting is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances or Base Rate Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Agent shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Revolving Loan (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred Bank of America Plaza 9▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. T▇▇▇▇ ▇▇▇▇▇▇ such Lender's Specified Percentage of the aggregate Advances under the Revolving Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(aARTICLE III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) to the contraryby wiring Norwest Bank Minneapolis, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 N.A., ABA #0▇▇▇▇▇▇▇▇, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8▇▇▇▇▇▇▇▇▇, Beneficiary Name: FFCA, or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, other account as shall be treated as different Interest Periods)have been specified by Company. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the applicable conditions set forth in Article 4aggregate principal of outstanding Advances, including any loss (including loss of anticipated profits), cost or expense incurred by reason of Swing Line Loans and Reimbursement Obligations shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless the a Lender shall have notified Administrative Agent receives notice from a Lender before prior to the date of any Borrowing Advance under the Revolving Loan that such Lender it will not make available to the Administrative Agent its Specified Percentage of any such Lender’s ratable portion of such BorrowingAdvance, the Administrative Agent may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.SECTION

Making Advances. (a) Each Borrowing Advance shall be made on notice(or continued for an additional Interest Period, given (i) with respect to any if applicable), following a Notice of Borrowing consisting of Reference Rate Advances, received by Agent not later than 1:30 p.m., Los Angeles time, 2:00 P.M. (Eastern Standard Time) on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (Di) in the case of a Borrowing consisting LIBOR Advance, the 4th Business Day prior to, or (ii) in the case of LIBOR Advances or a Base Rate AdvancesAdvance, the 2nd Business Day prior to, the requested initial Interest Period for such Advances and Funding Date (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(awhich requested Funding Date must be a Business Day), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required that: (1) if Borrower fails to use commercially reasonable efforts as described in this sentence elect any particular interest rate, or if the Administrative Agentrequested Funding Date is less than 4 Business Days following such Notice of Borrowing, at its sole option exercisable at any time, gives Borrower shall be deemed to have elected the Base Rate; and (2) Borrower notice shall have delivered to Agent the statements referred to in Section 3.1(c) prior to or concurrently with the applicable Notice of the sameBorrowing described above. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Following any Notice of Borrowing, Borrower will indemnify each Lender indemnifies and agrees to hold the Lenders harmless from and against any loss, cost or expense incurred by such Lender the Lenders as a result of any failure by Borrower to fulfill, complete the borrowing specified in such Notice of Borrowing (whether or not due to a failure to fulfill on or before the date specified for in such Borrowing in the related Notice of Borrowing, Borrowing the applicable conditions set forth in Article 4III), including such losses, costs and expenses to include, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the Lenders to fund the Advance to be made by such Lender as part of such Borrowing Advance, when such Advance, as a result of such failure, is not made on the date requested for such dateAdvance. (c) Subject to fulfillment of the applicable conditions set forth in this Article II and Article III below, each Lender will make available its Lender's Percentage of the Advance not later than 12:00 P.M. (Eastern Standard Time) in the amount and on the Funding Date requested for such Advance in same-day funds to the Agent at Agent's office at 301 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ wire transfer of such Advance for the account of Borrower. The Agent shall then make the Advance to the Borrower not later than 2:00 P.M. (Eastern Standard Time) in the amount and on the Funding Date requested for such Advance in same day funds by intra-bank transfer to Borrower's account maintained at FUNB, or by wire transfer to such other account as Borrower shall so direct by written notice to FUNB. (d) Unless LIBOR Advances shall be subject to the Administrative Agent receives notice from following additional conditions: (1) if, at any time, (A) a Lender before shall determine that, by reasons of circumstances affecting foreign exchange and interbank markets generally, LIBOR deposits in the date applicable amounts are not being offered to the Lender, or (B) the introduction of or any change in or in the interpretation (including reversals) of any Borrowing law or regulation makes it unlawful, or any central bank or governmental authority asserts that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereonit is unlawful, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make obtain funds in the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.London interbank

Making Advances. (a) Each Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b4.3(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s 's concentration account number 0880412175 at the Administrative Agent’s 's aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. Any Borrowing not made in accordance with Section 2.10 shall be made in accordance with this Section 2.4. (a) Each A Borrowing pursuant to this Section 2.4(a) shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m.noon, Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iiiii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 11:00 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E B (a “"Notice of Borrowing”"), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of comprising LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to specified in Section 10.29.2, in immediately available funds, such Lender’s 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same's Account. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (dc) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing under this Section 2.4 that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (ed) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E D (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 1,000,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 500,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b4.3(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

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

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

Making Advances. (a) Each The Borrowing to be made on the Closing Date shall be made on notice, notice given by the Borrower to the Administrative Agent (i) with respect if such Borrowing is to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting be composed of Base Rate Advances, not later than 9:30 11:00 a.m., Los Angeles California time, on the Business Day before immediately preceding the date of the proposed Borrowing and or (iiiii) with respect if such Borrowing is to any Borrowing consisting be composed of LIBOR Eurodollar Rate Advances, not later than 9:30 a.m.3:00 p.m., Los Angeles California time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the . The Administrative Agent, which shall Agent will give each Lender prompt notice thereof by telecopiertelecopier of such Borrowing. Each such The Borrower’s notice of a such Borrowing to the Administrative Agent shall be in writing given by an Authorized Officer in the form of Exhibit E B (a “the "Notice of Borrowing”"), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of the Advances making up to compose such Borrowing, (C) that the requested aggregate amount of such Borrowing, which shall be Borrowing is $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof100,000,000, (D) in the case if such Borrowing is to be composed of a Borrowing consisting of LIBOR Advances or Base Eurodollar Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b4.1(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles California time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth specified in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration following account: FirstEnergy Service Company account number 0880412175 323396496 at the Administrative Agent’s aforesaid addressJPMorgan Chase Bank, ABA number ▇▇▇▇▇▇▇▇▇, reference Penelec Term Loan. Notwithstanding the provisions The Notice of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, shall be irrevocable and binding on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the sameBorrower. (b) Notwithstanding anything Anything in Section 2.4(a2.2(a) to the contrarycontrary notwithstanding, the Borrower may not select LIBOR request Eurodollar Rate Advances for any the Borrowing to be made on the Closing Date if (i) the obligation of the Lenders to make LIBOR make, or to Convert Advances into, Eurodollar Rate Advances is then suspended pursuant to Article 3 Section 2.6(c), 3.8 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods)3.9. (c) Each The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such a Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing Closing Date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowingthe Borrowing to be made on the Closing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Closing Date in accordance with Section 2.4(a2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any the Borrowing to be made on the Closing Date shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such BorrowingClosing Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingClosing Date.

Making Advances. (a) Each Borrowing of Advances shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each such Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, 11:00 A.M. on the third Business Day before prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, (ii) with respect to any or not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopierwritten notice. Each such notice of a Borrowing shall be in writing in the form of Exhibit E under this Section 2.02 (a “Notice of Borrowing”)) shall be by telephone, or by telephone confirmed promptly immediately in writing, by an Authorized Officeror fax in substantially the form of Exhibit A hereto, specifying (A) therein the requested date of such (i) Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up Date for such Borrowing, (Cii) the requested Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, which shall be $500,000 and (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (Div) in the case of a Borrowing consisting of LIBOR Advances or Base Eurodollar Rate Advances, the requested initial Interest Period for each such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such BorrowingAdvance. Each Lender shall, before 11:00 a.m., Los Angeles time, 3:00 P.M. on the day of such Borrowingapplicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at its address in Los Angeles referred to in Section 10.2the Agent’s Account, in immediately available same day funds, such Lender’s ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4Section 3.02, the Administrative Agent will promptly make such funds available to the Borrower by crediting in such manner as the Borrower’s concentration account number 0880412175 at Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Anything in Section 2.4(asubsection (a) above to the contrarycontrary notwithstanding, (i) the Borrower may not select LIBOR Eurodollar Rate Advances for any Borrowing if (i) the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make LIBOR Eurodollar Rate Advances is shall then be suspended pursuant to Article 3 Section 2.12(b), 2.12(e) or 2.16, and (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, there shall be treated as different Interest Periods)not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower will shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, fulfill on or before the date specified in such Notice of Borrowing for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4Section 3.02, including including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives shall have received notice by courier or fax from a Lender before the date of prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s ratable portion Advance as part of the Borrowing to be made on such BorrowingBorrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Date in accordance with subsection (a) of this Section 2.4(a)2.02, and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has shall not have so made such ratable portion Advance available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing borrowing of Advances shall be made on noticeupon the written notice of the Borrower, given received by Administrative Lender not later than (i) with respect 10:00 a.m. two Business Days prior to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on borrowing in the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting case of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, and (ii) 10:00 a.m. on the third Business Day before the date of the proposed such Borrowing, in the case of Base Advance. Each such notice of a borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in substantially the form of Exhibit A hereto specifying therein: (i) the date of such proposed borrowing, which shall be a Business Day; (ii) the type of Advances of which the borrowing is to be comprised; (iii) the amount of such proposed borrowing which: (A) shall not exceed the unused portion of the Available Commitment, and (B) shall, in the case of a borrowing of LIBOR Advances, be in an amount of not less than $100,000 or an integral multiple of $50,000 in excess thereof; and (iv) if the borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be three months. Administrative Lender shall promptly notify Lenders of each such notice notice. Each Lender shall, before 1:00 p.m. on the date of each Advance hereunder make available to Administrative Lender, at its office at 300 1st Avenue South, St. Peters▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇tage of the aggregate Advances to be given made on that day in immediately available funds. (b) Unless any applicable condition specified in Section 5 has not been satisfied, Administrative Under will make the funds promptly available to the Borrower by wiring such amounts pursuant to any wiring instructions specified by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowingborrowing, the applicable conditions set forth in Article 4, including any loss (including loss aggregate principal amount of anticipated profits), cost or expense incurred by reason of outstanding Advances shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateAvailable Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date (e) Unless the Administrative Agent receives notice from a Lender before shall have notified Administrative Lender prior to the date of any Borrowing Advance that such Lender it will not make available to the its Specified Percentage of any Advance, Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent Lender may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.2(a) hereof, and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative AgentLender, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith Lender immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative AgentLender, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of such Borrowingany Advance. In no event, but no however, shall any Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance to set forth herein or (ii) the Borrower's requesting that an Advance not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.

Making Advances. (a) a Each Borrowing of Advances shall be made on noticeupon the written notice of the Borrower, given received by Administrative Agent not later than (i) with respect 10:00 a.m. three Business Days prior to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, in the case of LIBOR Advances and (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed such Borrowing, each such notice to be given by in the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopiercase of Base Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in writing in substantially the form of Exhibit E D hereto specifying --------- therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day; (ii) the Type of Advances of which the Borrowing is to be comprised, and whether such Borrowing is a Revolver A Advance, Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (provided that, other than with respect to the Term Loan A Initial Advance and the Term Loan B Initial Advance, all such borrowings under the Term Loan A and the Term Loan B shall be Refinancing Advances); (iii) the amount of such proposed Borrowing which, (A) in the case of Advances under the Revolver A Loan, shall not exceed the unused portion of the Revolver A Commitment, in the case of Advances under the Revolver B Loan, shall not exceed the unused portion of the Revolver B Commitment, in the case of the Term Loan A Initial Advance, shall not exceed the Term Loan A amount of $125,000,000, and in the case of the Term Loan B Initial Advance, shall not exceed the Term Loan B amount of $175,000,000, (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (orshall, in the case of a Borrowing consisting of LIBOR Base Advances, be in an amount of not less than $2,000,000) 500,000 or an integral multiple of $250,000 100,000 in excess thereofthereof (or any lesser amount if such amount is the remaining undrawn portion under either of the Commitments) and (C) shall, (D) in the case of a Borrowing consisting of LIBOR Advances Advances, be in an amount of not less than $1,000,000 or Base Rate an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as Interest Period shall be three months. Administrative Agent shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 1:00 p.m. on the day date of such Borrowingeach Advance hereunder (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable office at any timeBank of America Plaza, gives the Borrower notice ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's Applicable Specified Percentage of the sameaggregate Advances to be made on that day in immediately available funds. (b) Notwithstanding anything b Unless any applicable condition specified in Section 2.4(a) Article IV has not been satisfied, Administrative Agent will make the funds promptly available to the contrary, Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower may not select LIBOR Advances for to the Administrative Agent in writing. (c After giving effect to any Borrowing if Borrowing, (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or there shall not be more than five different Interest Periods in effect and (ii) after giving effect to such Borrowing, the aggregate number principal amount of different Interest Periods for outstanding LIBOR Revolver A Advances would be greater than 5 (provided that Interest Periods shall not exceed the Revolver A Commitment and the aggregate principal amount of outstanding Revolver B Advances shall not exceed the same duration, but commencing on different dates, shall be treated as different Interest Periods)Revolver B Commitment. (c) Each Notice of Borrowing d No Interest Period applicable to any Revolver Advance and Term Loan A Advance shall be irrevocable extend beyond the First Maturity Date, and binding on no Interest Period applicable to any Term Loan B Advance shall extend beyond the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateFinal Maturity Date. (d) e Unless the a Lender shall have notified Administrative Agent receives notice from a Lender before prior to the date of any Borrowing Advance that such Lender it will not make available to the Administrative Agent its Applicable Specified Percentage of any such Lender’s ratable portion of such BorrowingAdvance (that is not a Refinancing Advance), the Administrative Agent may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.02(a) hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.a

Making Advances. (a) Each Borrowing of Advances shall be made on noticeupon the written notice of the Borrower, given received by Administrative Lender not later than (i) with respect 10:00 a.m. three Business Days prior to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, in the case of Revolving Advances which are LIBOR Advances and (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed such Borrowing, each such notice to be given by in the Borrower to the Administrative Agent, case of Revolving Advances which shall give each Lender prompt notice thereof by telecopierare Base Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in writing in substantially the form of Exhibit E D hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) shall not exceed the unused portion of the Commitment less outstanding Letters of Credit and (B) the requested Type of Advances making up such Borrowing, shall (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (DI) in the case of a Borrowing consisting of Base Advances under the Revolving Loan, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Commitment), and (II) in the case of a Borrowing of LIBOR Advances under the Revolving Loan, be in an amount of not less than $5,000,000 or Base Rate an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as Interest Period shall be three months. Administrative Lender shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 1:00 p.m. on the day date of such Borrowingeach Advance under the Revolving Loan hereunder (other than a Refinancing Advance), make available to the Administrative Agent Lender, at its address in Los Angeles referred office at NationsBank Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's Specified Percentage of the aggregate Advances under the Revolving Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(a) Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (other than with respect to a Refinancing Advance) by either (i) the obligation of the Lenders to make LIBOR Advances is then suspended wiring such amounts pursuant to Article 3 any wiring instructions, or (ii) after giving effect to depositing such Borrowing, amount in the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods account of the same durationBorrower at the Administrative Lender, but commencing on different dates, shall be treated in each case as different Interest Periods)specified by the Borrower to the Administrative Lender in writing. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than seven different Interest Periods in effect and (ii) the applicable conditions set forth in aggregate principal amount of outstanding Advances under the Revolving Loan, Letters of Credit, and reimbursement obligations under Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of III shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless the Administrative Agent receives notice from a Lender before shall have notified Administrative Lender prior to the date of any Borrowing Revolving Advance that such Lender it will not make available to the its Specified Percentage of any Revolving Advance, Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent Lender may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.02(a) hereof, and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative AgentLender, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith Lender immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative AgentLender, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Revolving Advance hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of such Borrowingany Revolving Advance. In no event, but no however, shall any Lender shall be responsible for the failure of any other Lender to make available any portion of any Revolving Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance to set forth herein (including a Refinancing Advance) or (ii) the Borrower's requesting that an Advance (including a Refinancing Advance) not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.

Making Advances. (a) Each Borrowing of Advances shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each such Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, 11:00 A.M. on the third U.S. Government Securities Business Day before prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of Eurodollar RateSOFR Advances, (ii) with respect to any or not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopierwritten notice. Each such notice of a Borrowing shall be in writing in the form of Exhibit E under this Section 2.02 (a “Notice of Borrowing”)) shall be by telephone, or by telephone confirmed promptly immediately in writing, by an Authorized Officeror fax in substantially the form of Exhibit A hereto, specifying (A) therein the requested date of such (i) Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up Date for such Borrowing, (Cii) the requested Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, which shall be $500,000 and (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (Div) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Eurodollar RateSOFR Advances, the requested initial Interest Period for each such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such BorrowingAdvance. Each Lender shall, before 11:00 a.m., Los Angeles time, 3:00 P.M. on the day of such Borrowingapplicable Borrowing Date, make available for the account of its Applicableapplicable Lending Office to the Administrative Agent at its address in Los Angeles referred to in Section 10.2the Agent’s Account, in immediately available same day funds, such Lender’s ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4Section 3.02, the Administrative Agent will promptly make such funds available to the Borrower by crediting in such manner as the Borrower’s concentration account number 0880412175 at Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same.26 AmericasActive:16797229.116797229.4 (b) Notwithstanding anything Anything in Section 2.4(asubsection (a) above to the contrarycontrary notwithstanding, (i) the Borrower may not select LIBOR Eurodollar RateSOFR Advances for any Borrowing if (i) the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make LIBOR Eurodollar RateSOFR Advances is shall then be suspended pursuant to Article 3 Section 2.12(b), 2.12(e) or 2.16, and (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, there shall be treated as different Interest Periods)not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar RateSOFR Advances, the Borrower will shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, fulfill on or before the date specified in such Notice of Borrowing for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4Section 3.02, including including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives shall have received notice by courier or fax from a Lender before the date of prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s ratable portion Advance as part of the Borrowing to be made on such BorrowingBorrowing DateIn connection with any borrowing hereunder, the Administrative Agent may assume that such sucheach Lender has made its respective share of such portion portionborrowing available to the Administrative Agent on the date of such Borrowing Datedate in accordance with subsection (a) of this Section 2.4(a)2.02, and the Administrative Agent may (but it shall not be required to)the terms hereof and may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that thatIn such event, if a Lender has shallhas not have soin fact made such ratable portion Advanceits share of the applicable borrowing available to the Administrative Agent, such suchthen the applicable Lender and the Borrower severally agree to repay repaypay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from and including the date on which such amount is made available to the Borrower until untilto but excluding the date on which such amount is repaid repaidof payment to the Administrative Agent, at (iiA) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate applicable at the time to Base Rate Advances comprising such Borrowing. If the Advances making up such Borrowing Borrower and (ii) in the case of such Lender, the Federal Funds RateRate shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender repays shall repaypays its share of the applicable borrowing to the Administrative Agent such corresponding amount, such such, then the amount so repaid repaidpaid shall constitute such Lender’s Advance as part of ofincluded in such Borrowing for purposes of this AgreementAgreementborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. 27 AmericasActive:16797229.116797229.4 SECTION 2.03 [Reserved].

Making Advances. (a) Each Borrowing of Advances under the Revolving Loan shall be made on noticeupon the written notice of Company, given received by Administrative Agent not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit E hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) with respect to Advances under the Revolving Loan, shall not exceed the Commitment less the sum of Advances under the Revolving Loan plus Bid Rate Loans then outstanding, and (B) shall, for the requested Type Revolving Loan in the case of Advances making up such Borrowinga Borrowing of LIBOR Advances, (C) the requested aggregate be in an amount of such Borrowing, which shall be not less than $500,000 (or5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing consisting of LIBOR Base Rate Advances, be in an amount of not less than $2,000,000) 1,000,000 or an integral multiple of $250,000 500,000 in excess thereof, ; (Diii) in the case Type of a Advances of which the Borrowing consisting is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances or Base Rate Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Agent shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Revolving Loan (other than a -25- Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred NationsBank Plaza 9▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. T▇▇▇▇▇▇ ▇▇▇▇ such Lender's Specified Percentage of the aggregate Advances under the Revolving Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(aArticle III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) to the contraryby wiring Norwest Bank Minneapolis, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 N.A., ABA #0▇▇▇▇▇▇▇▇, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8▇▇▇▇▇▇▇▇▇, Beneficiary Name: FFCA, or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, other account as shall be treated as different Interest Periods)have been specified by Company. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the applicable conditions set forth in Article 4aggregate principal of outstanding Advances, including any loss (including loss of anticipated profits), cost or expense incurred by reason of shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless the a Lender shall have notified Administrative Agent receives notice from a Lender before prior to the date of any Borrowing Advance under the Revolving Loan that such Lender it will not make available to the Administrative Agent its Specified Percentage of any such Lender’s ratable portion of such BorrowingAdvance, the Administrative Agent may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date Company a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative Agent, such Lender and the Borrower Company severally agree to repay to the Administrative Agent forthwith immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower Company until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such The obligation of Company under this Section 2.2(e) shall not affect or impair any right of Company against any Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute for such Lender’s Advance as part 's breach of such Borrowing for purposes of this Agreementits obligation to fund Advances under the Revolving Loan. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance under the Revolving Loan shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of any such BorrowingAdvance. In no event, but no however, shall any -26- such Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. No Lender shall be relieved of its obligation to fund its Specified Percentage of any Advance under the Advance to be Revolving Loan notwithstanding the fact that at any time the aggregate outstanding principal amount of all Bid Rate Loans and Advances under the Revolving Loan made by such Lender exceeds its Specified Percentage of the Commitment. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified in the Borrowing Notice for an Advance under the Revolving Loan, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance under the Revolving Loan not be made on the date specified in the Borrowing Notice. (h) With respect to each Borrowing consisting of Bid Rate Loans, Company shall give Administrative Agent and each Lender prior to 10:00 a.m., (i) in the case of LIBOR Bid Rate Loans, at least four Business Days prior to the proposed Borrowing and (ii) in the case of Absolute Bid Rate Loans, at least two Business Days prior to the proposed Borrowing, irrevocable written notice of its intention to borrow Bid Rate Loans. Such notice of borrowing shall specify (i) the requested funding date, which shall be a Business Day, (ii) the aggregate amount of the proposed Borrowing of Bid Rate Loans (which shall be at least $10,000,000 and which is an integral multiple of $1,000,000 in excess thereof), (iii) the term of the Bid Rate Loans selected by Company, provided that such term shall not extend past the Maturity Date, (iv) whether the Bid Rate Loans requested are Absolute Bid Rate Loans or LIBOR Bid Rate Loans, and (v) any other Lender terms applicable thereto. Company shall pay a $1,000 non-refundable, administrative fee for the account of Administrative Agent for each notice of proposed Borrowing consisting of Bid Rate Loans. Such fee shall be paid to Administrative Agent on the date of delivery of Company's notice of intention to borrow Bid Rate Loans, and shall not be refunded notwithstanding that the proposed Borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan. (i) Each Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to Company as part of such proposed Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by delivering a written quote to Administrative Agent before 10:00 a.m., (A) three Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Bid Rate Loans, and (B) one Business Day prior to the proposed date of Borrowing, in the case of a request for Absolute Bid Rate Loans, setting forth (A) the minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of each Bid Rate Loan which such Lender would be willing to make as part of the proposed Borrowing (which amounts may exceed such Lender's Specified Percentage of the Commitment) and (B) the rate or rates of interest therefor. If any Borrowing.Lender shall fail to respond to Administrative Agent by such time, such Lender shall be deemed to have elected not to make an offer. -27-

Making Advances. (a) Each Borrowing of Advances under the Revolving Loan shall be made on noticeupon the written notice of Company, given received by Administrative Agent not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit E hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) with respect to Advances under the Revolving Loan, shall not exceed the Commitment less the sum of Advances under the Revolving Loan plus Bid Rate Loans then outstanding, and (B) shall, for the requested Type Revolving Loan in the case of Advances making up such Borrowinga Borrowing of LIBOR Advances, (C) the requested aggregate be in an amount of such Borrowing, which shall be not less than $500,000 (or5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing consisting of LIBOR Base Rate Advances, be in an amount of not less than $2,000,000) 1,000,000 or an integral multiple of $250,000 500,000 in excess thereof, ; (Diii) in the case Type of a Advances of which the Borrowing consisting is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances or Base Rate Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any -24- Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Agent shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Revolving Loan (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred NationsBank Plaza 901 Main Street ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇ttn. Theresa Belk such Lender's Speci▇▇▇▇ ▇▇▇▇▇▇▇age of the aggregate Advances under the Revolving Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(aArticle III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) to the contraryby wiring Norwest Bank Minneapolis, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such BorrowingN.A., the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same durationABA #091000019, but commencing on different datesBeneficiary Bank: No▇▇▇▇▇ ▇▇nk Arizona, Beneficiary Account: 8711701002, Beneficiary Name: F▇▇▇, ▇▇ ▇▇ch other account as shall be treated as different Interest Periods)have been specified by Company. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the applicable conditions set forth in Article 4aggregate principal of outstanding Advances, including any loss (including loss of anticipated profits), cost or expense incurred by reason of shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) Unless No Interest Period for a Borrowing under the Administrative Agent receives notice from a Lender before Facility shall extend beyond the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementMaturity Date. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance under the Revolving Loan shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of any such BorrowingAdvance. In no event, but no however, shall any such Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. No Lender shall be relieved of its obligation to fund its Specified Percentage of any Advance under the Revolving Loan notwithstanding the fact that at any time the aggregate outstanding principal amount of all Bid Rate Loans and Advances under the Revolving Loan made by such Lender exceeds its Specified Percentage of the Commitment. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified in the Borrowing Notice for an Advance under the Revolving Loan, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance under the Revolving Loan not be made on the date specified in the Borrowing Notice. (h) With respect to each Borrowing consisting of Bid Rate Loans, Company shall give Administrative Agent and each Lender prior to 10:00 a.m., (i) in the case of LIBOR Bid Rate Loans, at least four Business Days prior to the proposed Borrowing and (ii) in the case of Absolute Bid Rate Loans, at least two Business Days prior to the proposed Borrowing, irrevocable written notice of its intention to borrow Bid Rate Loans. Such notice of borrowing shall specify (i) the requested funding date, which shall be a Business Day, (ii) the aggregate amount of the proposed Borrowing of Bid Rate Loans (which shall be at least $5,000,000 and which is an integral multiple of $1,000,000 in excess thereof), (iii) the term of the Bid Rate Loans selected by Company, provided that such term shall not extend past the Maturity Date, (iv) whether the Bid Rate Loans requested are Absolute Bid Rate Loans or LIBOR Bid Rate Loans, and (v) any other terms applicable thereto. Company shall pay a $1,000 non-refundable, administrative fee for the account of Administrative Agent for each notice of proposed Borrowing consisting of Bid Rate Loans. Such fee shall be paid to Administrative Agent on the date of delivery of Company's notice of intention to borrow Bid Rate Loans, and shall not be refunded notwithstanding that the proposed Borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan. (i) Each Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to Company as part of such proposed Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by delivering a written quote to Administrative Agent before 10:00 a.m., (A) three Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Bid Rate Loans, and (B) one Business Day prior to the proposed date of Borrowing, in the case of a request for Absolute Bid Rate Loans, setting forth (A) the minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of each Bid Rate Loan which such Lender would be willing to make as part of the proposed Borrowing (which amounts may exceed such Lender's Specified Percentage of the Commitment) and (B) the rate or rates of interest therefor. If any Lender shall fail to respond to Administrative Agent by such time, -26- such Lender shall be deemed to have elected not to make an offer. (ii) Not later than 11:00 a.m. (A) three Business Days prior to the proposed date of Borrowing in the case of LIBOR Bid Rate Loans and (B) on the date of the proposed Borrowing in the case of Absolute Bid Rate Loans, Company shall, in turn, either (A) cancel such proposed Borrowing by giving Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to clause (i) above, in its sole discretion, by giving notice to Administrative Agent of the amount of each Bid Rate Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, for which notification was given to Company by any Lender for such Bid Rate Loan pursuant to clause (i) above) to be made by each Lender as part of such other Lender Borrowing, and reject any remaining offers made by Lenders pursuant to clause (i) above by giving Administrative Agent notice to that effect; provided, however, that acceptance by Company of offers may only be made on the basis of ascending LIBOR Bid Rates and Absolute Bid Rates within each term with respect to Lenders whose outstanding Advances do not exceed or would not exceed as a result of such Bid Rate Loans its Specified Percentage of the Commitment; and, provided, further, that if offers are made by two or more such Lenders with the same LIBOR Bid Rates or Absolute Bid Rates for a greater aggregate principal amount than the amount for which such offers are accepted for the related term, the principal amount of Bid Rate Loans accepted shall be allocated by Company among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers. (iii) Administrative Agent shall promptly notify each bidding Lender whether or not its Bid Rate Loan has been accepted (which notice to those Lenders whose Bid Rate Loans have been accepted will be given within one hour from the time such bid was accepted by Company). After completing the notifications referred to in the immediately preceding sentence, Administrative Agent shall notify each bidding Lender (A) the aggregate amount of Bid Rate Loans made in connection with such proposed Borrowing, (B) each date on which any Bid Rate Loan shall mature, (C) the principal amount of Bid Rate Loans which shall mature on each such date, (D) the interest rate for each such Bid Rate Loan, (E) the highest and lowest bid submitted by Lenders in connection with each Bid Rate Loan request and (F) Lender making each such Bid Rate Loan. (iv) If Administrative Agent shall at any Borrowingtime elect to submit a bid for a Bid Rate Loan in its capacity as a Lender, it shall submit such bid directly to Company one-half hour earlier than the latest time at which other Lenders are required to submit their bid to -27- Administrative Agent pursuant to Section 2(h)(i) hereof. (v) If Company accepts one or more offers made by any Lender or Lenders pursuant to clause (ii)(B) above, each such Lender shall, unless any applicable condition specified in Article III hereof has not been satisfied, make the funds under the Bid Rate Loans promptly available to Company by wiring Norwest Bank Minneapolis, N.A., ABA # 091000019, Beneficiary Bank: Norw▇▇▇ ▇▇▇▇ Arizona, Beneficiary Account: 8711701002, Beneficiary Name: FFC▇, ▇▇ ▇▇▇▇ other account as shall have been specified by Company.

Making Advances. (a) Each Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances or Base Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iiiii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 11:00 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E J (a “"Notice of Borrowing”"), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.29.2, in immediately available funds, such Lender’s 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s 's concentration account number 0880412175 at the Administrative Agent’s 's aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 8:30 a.m., Los Angeles time, or of a Borrowing consisting of Base Rate Advances by 7:00 a.m., Los Angeles time, in either case on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable their best efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable their best efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (dc) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (ed) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing of Advances under the Revolving Loan and the Term Loan shall be made on noticeupon the written notice of Company, given received by Administrative Lender not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit E F hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) with respect to Advances under the Revolving Loan, shall not exceed the Commitment less the sum of Advances under the Revolving Loan plus Bid Rate Loans then outstanding, (B) with respect to Advances under the requested Type of Term Loan, shall not, when aggregated together with all other outstanding Advances making up such Borrowingunder the Term Loan, exceed the Reduced Term Loan Amount and (C) shall, for the requested aggregate Revolving Loan and Term Loan in the case of a Borrowing of LIBOR Advances, be in an amount of such Borrowing, which shall be not less than $500,000 (or5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing consisting of LIBOR Base Rate Advances, be in an amount of not less than $2,000,000) 1,000,000 or an integral multiple of $250,000 500,000 in excess thereof, ; (Diii) in the case Type of a Advances of which the Borrowing consisting is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances or Base Rate Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Lender shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Revolving Loan (other than a Refinancing Advance), make available to Administrative Lender NationsBank Plaza 901 Main Street ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. Theresa Belk -6- such Lender's Specified Percentage of the Administrative Agent at its address in Los Angeles referred aggregate Advances under the Revolving Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(aArticle III hereof has not been satisfied, Administrative Lender will make the funds on Advances under the Revolving Loan promptly available to Company (other than with respect to a Refinancing Advance) to the contraryby wiring Norwest Bank Minneapolis, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 N.A., ABA #091000019, Beneficiary ▇▇▇▇: Norwest Bank Arizona, Beneficiary Account: 8711701002, Beneficiary Name: FFCA, or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, other account as shall be treated as different Interest Periods)have been specified by Company. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the applicable conditions set forth in Article 4aggregate principal of outstanding Advances, including any loss shall, (including loss of anticipated profits)A) prior to the Conversion Date, cost or expense incurred by reason of not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Commitment, and (B) after the Advance to be made by such Lender as part of such Borrowing when such AdvanceConversion Date, as a result of such failure, is not made on such dateexceed the Reduced Term Loan Amount. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless the Administrative Agent receives notice from a Lender before shall have notified Administrative Lender prior to the date of any Borrowing Advance under the Revolving Loan or the Term Loan that such Lender it will not make available to the its Specified Percentage of any such Advance, Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent Lender may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a2.2(a), and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date Company a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative AgentLender, such Lender and the Borrower Company severally agree to repay to the Administrative Agent forthwith Lender immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower Company until the date on which such amount is repaid to the Administrative AgentLender, at (i) in the case of the BorrowerCompany, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such The obligation of Company under this Section 2.2(e) shall not affect or impair any right of Company against any Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute for such Lender’s Advance as part 's breach of such Borrowing for purposes of this Agreementits obligation to fund Advances under the Revolving Loan or the Term Loan. (eg) The Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure of any Lender to make fulfill, on or before the date specified in the Borrowing Notice for an Advance under the Revolving Loan or the Term Loan, the conditions to such Advance set forth herein or (ii) Company's requesting that an Advance under the Revolving Loan or the Term Loan not be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date specified in the Borrowing Notice. (h) With respect to each Borrowing consisting of such Bid Rate Loans, Company shall give Administrative Lender and each Lender prior to 10:00 a.m., (i) in the case of LIBOR Bid Rate Loans, at least four Business Days prior to the proposed Borrowing and (ii) in the case of Absolute Bid Rate Loans, at least two Business Days prior to the proposed Borrowing, but no Lender irrevocable written notice of its intention to borrow Bid Rate Loans. Such notice of borrowing shall specify (i) the requested funding date, which shall be responsible a Business Day, (ii) the aggregate amount of the proposed Borrowing of Bid Rate Loans (which shall be at least $10,000,000 and which is an integral multiple of $1,000,000 in excess thereof), (iii) the term of the Bid Rate Loans selected by Company, provided that such term shall not extend past the Conversion Date, (iv) whether the Bid Rate Loans requested are Absolute Bid Rate Loans or LIBOR Bid Rate Loans, and (v) any other terms applicable thereto. Company shall pay a $1,000 non-refundable, administrative fee for the failure account of any other Administrative Lender for each notice of proposed Borrowing consisting of Bid Rate Loans. Such fee shall be paid to make the Advance to be made by such other Administrative Lender on the date of delivery of Company's notice of intention to borrow Bid Rate Loans, and shall not be refunded notwithstanding that the proposed Borrowing is canceled by Borrower or no Lender offers to make a Bid Rate Loan. (i) Each Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Rate Loans to Company as part of such proposed Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by delivering a written quote to Administrative Lender before 10:00 a.m., (A) three Business Days prior to the proposed date of Borrowing, in the case of a request for LIBOR Bid Rate Loans, and (B) one Business Day prior to the proposed date of Borrowing, in the case of a request for Absolute Bid Rate Loans, setting forth (A) the minimum amount (which shall be $1,000,000 or an integral multiple in excess thereof) and maximum amount of each Bid Rate Loan which such Lender would be willing to make as part of the proposed Borrowing (which amounts may exceed such Lender's Specified Percentage of the Commitment) and (B) the rate or rates of interest therefor. If any Lender shall fail to respond to Administrative Lender by such time, such Lender shall be deemed to have elected not to make an offer. (ii) Not later than 11:00 a.m. (A) shall, in turn, either (A) cancel such proposed Borrowing by giving Administrative Lender notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to clause (i) above, in its sole discretion, by giving notice to Administrative Lender of the amount of each Bid Rate Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, for which notification was given to Company by any Lender for such Bid Rate Loan pursuant to clause (i) above) to be made by each Lender as part of such Borrowing, and reject any remaining offers made by Lenders pursuant to clause (i) above by giving Administrative Lender notice to that effect; provided, however, that acceptance by Company of offers may only be made on the basis of ascending LIBOR Bid Rates and Absolute Bid Rates within each term with respect to Lenders whose outstanding Advances do not exceed or would not exceed as a result of such Bid Rate Loans its Specified Percentage of the Commitment; and, provided, further, that if offers are made by two or more such Lenders with the same LIBOR Bid Rates or Absolute Bid Rates for a greater aggregate principal amount than the amount for which such offers are accepted for the related term, the principal amount of Bid Rate Loans accepted shall be allocated by Company among such Lenders as nearly as possible (in multiples not less than $1,000,000) in proportion to the aggregate principal amount of such offers. (iii) Administrative Lender shall promptly notify each bidding Lender whether or not its Bid Rate Loan has been accepted (which notice to those Lenders whose Bid Rate Loans have been accepted will be given within one hour from the time such bid was accepted by Company). After completing the notifications referred to in the immediately preceding sentence, Administrative Lender shall notify each bidding Lender (A) the aggregate amount of Bid Rate Loans made in connection with such proposed Borrowing, (B) each date on which any Bid Rate Loan shall mature, (C) the principal amount of Bid Rate Loans which shall mature on each such date, (D) the interest rate for each such Bid Rate Loan, (E) the highest and lowest bid submitted by Lenders in connection with each Bid Rate Loan request and (F) Lender making each such Bid Rate Loan. (iv) If Administrative Lender shall at any time elect to submit a bid for a Bid Rate Loan in its capacity as a Lender, it shall submit such bid directly to Company one-half hour earlier than the latest time at which other Lenders are required to submit their bid to Administrative Lender pursuant to Section 2(h)(i) hereof. -9- (v) If Company accepts one or more offers made by any Lender or Lenders pursuant to clause (ii)(B) above, each such Lender shall, unless any applicable condition specified in Article III hereof has not been satisfied, make the funds under the Bid Rate Loans promptly available to Company by wiring Norwest Bank Minneapolis, N.A., ABA # 091000019, ▇▇▇▇ficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8711701002, Beneficiary ▇▇▇▇: ▇▇CA, or such other account as shall have been specified by Company."

Making Advances. (a) Each Borrowing of Advances shall be made on noticeupon the written notice of the Borrower, given received by Administrative Lender not later than (i) with respect 10:00 a.m. three Business Days prior to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, in the case of LIBOR Advances and (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed such Borrowing, each such notice to be given by in the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopiercase of Base Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in writing in substantially the form of Exhibit E D hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) in the case of Advances, shall not exceed the unused portion of the Available Commitment, (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (orshall, in the case of a Borrowing consisting of LIBOR Base Advances, be in an amount of not less than $2,000,000) 100,000 or an integral multiple of $250,000 50,000 in excess thereofthereof (or any lesser amount if such amount is the remaining undrawn portion under the Available Commitment) and (C) shall, (D) in the case of a Borrowing consisting of LIBOR Advances Advances, be in an amount of not less than $500,000 or Base Rate an integral multiple of $100,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as Interest Period shall be three months. Administrative Lender shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 1:00 p.m. on the day date of such Borrowingeach Advance hereunder (other than a Refinancing Advance), make available to the Administrative Agent Lender, at its address in Los Angeles referred office at NationsBank Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's Specified Percentage of the aggregate Advances to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(a) Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the contrary, Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower may not select LIBOR Advances for any Borrowing if (i) to the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods)Administrative Lender in writing. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than five different Interest Periods in effect and (ii) the applicable conditions set forth in aggregate principal amount of outstanding Advances, Letters of Credit, and reimbursement obligations under Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of III hereof shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateAvailable Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless the Administrative Agent receives notice from a Lender before shall have notified Administrative Lender prior to the date of any Borrowing Advance that such Lender it will not make available to the its Specified Percentage of any Advance, Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent Lender may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.02(a) hereof, and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative AgentLender, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith Lender immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative AgentLender, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of such Borrowingany Advance. In no event, but no however, shall any Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance to set forth herein or (ii) the Borrower's requesting that an Advance not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.

Making Advances. (a) Each Borrowing of Advances shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each such Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, 11:00 A.M. on the third U.S. Government Securities Business Day before prior to the date of the proposed BorrowingBorrowing in the case of a Borrowing consisting of SOFR Advances, (ii) with respect to any or not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopierwritten notice. Each such notice of a Borrowing shall be in writing in the form of Exhibit E under this Section 2.02 (a “Notice of Borrowing”)) shall be by telephone, or by telephone confirmed promptly immediately in writing, by an Authorized Officeror fax in substantially the form of Exhibit A hereto, specifying (A) therein the requested date of such (i) Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up Date for such Borrowing, (Cii) the requested Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, which shall be $500,000 and (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (Div) in the case of a Borrowing consisting of LIBOR Advances or Base Rate SOFR Advances, the requested initial Interest Period for each such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such BorrowingAdvance. Each Lender shall, before 11:00 a.m., Los Angeles time, 3:00 P.M. on the day of such Borrowingapplicable Borrowing Date, make available for the account of its applicable Lending Office to the Administrative Agent at its address in Los Angeles referred to in Section 10.2the Agent’s Account, in immediately available same day funds, such Lender▇▇▇▇▇▇’s ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4Section 3.02, the Administrative Agent will promptly make such funds available to the Borrower by crediting in such manner as the Borrower’s concentration account number 0880412175 at Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Anything in Section 2.4(asubsection (a) above to the contrarycontrary notwithstanding, (i) the Borrower may not select LIBOR SOFR Advances for any Borrowing if (i) the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make LIBOR SOFR Advances is shall then be suspended pursuant to Article 3 Section 2.12(b), 2.12(e) or 2.16, and (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, there shall be treated as different Interest Periods)not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Advances, the Borrower will shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, fulfill on or before the date specified in such Notice of Borrowing for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4Section 3.02, including including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of In connection with any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowingborrowing hereunder, the Administrative Agent may assume that such each Lender has made such portion available to the Administrative Agent on the date its respective share of such Borrowing borrowing available on such date in accordance with Section 2.4(a), the terms hereof and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that In such event, if a Lender has not in fact made such ratable portion its share of the applicable borrowing available to the Administrative Agent, such then the applicable Lender and the Borrower severally agree to repay pay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from and including the date on which such amount is made available to the Borrower until to but excluding the date on which such amount is repaid of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate applicable at to Base Rate Advances. If the time Borrower and such Lender shall pay such interest to the Advances making up such Borrowing and (ii) in Administrative Agent for the case same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such Lender, interest paid by the Federal Funds RateBorrower for such period. If such Lender repays pays its share of the applicable borrowing to the Administrative Agent such corresponding amountAgent, such then the amount so repaid paid shall constitute such Lender’s Advance as part of included in such Borrowing for purposes of this Agreementborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the such proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), ; (Bii) the requested Type of Advances making up such Borrowing, of which the Borrowing is to be comprised; (Ciii) the requested aggregate amount of such Borrowing, proposed Borrowing which shall be $500,000 not exceed the unused portion of the Commitment and shall (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (DA) in the case of a Borrowing consisting of Base Advances, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such amount is the remaining undrawn portion under the Commitment), and (B) in the case of a Borrowing of LIBOR Advances Advances, be in an amount of not less than $5,000,000 or Base Rate an integral multiple of $1,000,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as Interest Period shall be one month. Administrative Agent shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 1:00 p.m. on the day date of such Borrowingeach Advance under the Loans hereunder (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable office at any timeBank of America Plaza, gives the Borrower notice ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's Specified Percentage of the sameaggregate Advance requested to be made on that day in immediately available funds. (b) Notwithstanding anything b Availability of Funds. Unless any applicable condition specified in Section 2.4(a) Article III has not been satisfied, Administrative Agent will make the funds promptly available to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (other than with respect to a Refinancing Advance) by either (i) the obligation of the Lenders to make LIBOR Advances is then suspended wiring such amounts pursuant to Article 3 any wiring instructions, or (ii) after giving effect to depositing such Borrowing, amount in the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods account of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless at the Administrative Agent receives notice from a Lender before Agent, in each case as specified by the date of any Borrowing that such Lender will not make available Borrower to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementwriting. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing of Advances under the Revolving Loan and the Term Loan shall be made on noticeupon the written notice of Company, given received by Administrative Agent not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit E F hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) with respect to Advances under the Revolving Loan, shall not exceed the Commitment less the sum of Advances under the Revolving Loan plus Bid Rate Loans then outstanding, (B) with -30- respect to Advances under the requested Type of Term Loan, shall not, when aggregated together with all other outstanding Advances making up such Borrowingunder the Term Loan, exceed the Reduced Term Loan Amount and (C) shall, for the requested aggregate Revolving Loan and Term Loan in the case of a Borrowing of LIBOR Advances, be in an amount of such Borrowing, which shall be not less than $500,000 (or5,000,000 or an integral multiple of $1,000,000 in excess thereof and, in the case of a Borrowing consisting of LIBOR Base Rate Advances, be in an amount of not less than $2,000,000) 1,000,000 or an integral multiple of $250,000 500,000 in excess thereof, ; (Diii) in the case Type of a Advances of which the Borrowing consisting is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances or Base Rate Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Agent shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Revolving Loan (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred NationsBank Plaza 901 Main Street ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. Theresa Belk such Lender's Spe▇▇▇▇▇▇ ▇▇▇▇▇ntage of the aggregate Advances under the Revolving Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing Advance by any of the Investors or the Banks shall be made on noticeat least three Business Days' (two Business Days, given (iin the case of a CP Rate Tranche) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by from the Borrower to the Administrative Program Agent and each Investor Agent, which provided that Advances shall give each Lender prompt notice thereof by telecopierbe made not more than once in any calendar week. Each such notice of a Borrowing an Advance shall specify (i) the amount requested to be paid to the Borrower (such amount, which shall not be less than $10,000,000, being referred to herein as the initial "Principal" of the Advance then being made), (ii) the allocation of such amount among each of the Groups (which shall be in writing in proportional to the form Investor Facility Amount of Exhibit E (a “Notice of Borrowing”each Group), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying and (Aiii) the requested date of such Borrowing purchase (which shall be a Business Day), (B) . Each Investor shall promptly notify the Program Agent whether such Investor has determined not to make the requested Type of Advances making up such Borrowing, (C) Advance on the terms specified by the Borrower. The Program Agent shall promptly thereafter notify the Borrower whether the Investors have determined not to make the requested aggregate Advance. All Advances by members of each Group shall be evidenced by a Note to the order of the Investor Agent for such Group. If any Investor has determined not to make the entire amount of such Borrowing, which shall a proposed Advance requested to be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advancesmade by it, the requested initial Interest Period Investor Agent for such Advances and (E) Investor shall promptly send notice of the fact that proposed Advance to all of the statements set forth in Section 4.2(b) are true as of Related Banks for such Investor concurrently by telecopier, telex or cable specifying the date of such Borrowing. Each Lender Advance, the aggregate amount of Principal of each Advance to be made by such Related Banks (which amount shall be equal to the portion of the initial Principal requested to be funded by such Investor, which such Investor determined not to fund), each such Related Bank's portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Advance is calculated based on the Eurodollar Rate (which may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Rate Tranche (which shall be one day if the Borrower has not selected another period); provided, however, that during the Term Period for any Group, each Bank in such Group shall, before 11:00 a.m., Los Angeles time, on the day date of such BorrowingAdvance, instruct the Program Agent to direct the Trustee to make available to the Borrower at the Borrower's Account such Bank's Ratable Share of the amount of the Principal of the Advances to be made by such Group out of the funds available therefor in the Collateral Advance Account. (b) On the date of each such Advance, the applicable Investors and/or Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Administrative Borrower in same day funds, at the account set forth in the Funds Transfer Letter, an aggregate amount equal to the initial Principal of such Advance; provided, however, if such Advance is being made by the applicable Banks following the designation by the Investor Agent at its address for an Investor of a Termination Date for an Advance owned by such Investor pursuant to clause (i)(a) of the definition of Termination Date and any Principal of such Advance is outstanding on the date of the requested Advance, the Borrower hereby directs the applicable Banks to pay the proceeds of such Advance (to the extent of the outstanding Principal and accrued Yield on such Advance of such Investor) to the relevant Investor Agent's Account, for application to the reduction of the outstanding Principal and accrued Yield on such Advance of such Investor; provided, further, however, that during the Term Period for any Group, after receipt by the Program Agent of the instruction from each Bank in Los Angeles such Group referred to in the proviso to the last sentence of Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds 2.02(a) and upon fulfillment of the applicable conditions set forth in Article 4III, the Administrative Program Agent will shall notify the Trustee of the date and amount of such Advance and shall direct the Trustee to make available to the Borrower at the Borrower's Account such funds Bank's Ratable Share of such Group's amount of such Advance, and after receipt by the Trustee of such direction from the Program Agent, the Trustee shall make available to the Borrower by crediting deposit to the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions 's Account each such Bank's Ratable Share of such Group's amount of such Advance solely out of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances funds available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing therefor in the related Notice of Borrowing, the applicable conditions set forth in Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Collateral Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)Account, and the Administrative Agent may, in reliance upon such assumption, make available deposit each such Bank will be deemed to have paid to the Borrower on such date a corresponding amount. If and to the extent that Bank's Ratable Share of such Lender has not made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date on which such Group's amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, Principal of the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing being made for all purposes of this Agreement. (ec) The [Intentionally Omitted] (d) Notwithstanding the foregoing, (i) neither CAFCO nor Jupiter nor Blue Ridge shall make an Advance under this Section 2.02 at any time in an amount which would exceed the Investor Facility Amount of such Investor's Group and (ii) a Bank shall not be obligated to make Advances under this Section 2.02 at any time in an amount which would exceed such Bank's Bank Commitment less the sum of (A) the aggregate outstanding and unpaid amount of any Advances made by such Bank under such Bank's Asset Purchase Agreement plus (B) such Bank's ratable share of the aggregate outstanding portion of Principal held by the Investor in such Bank's Group (whether or not any portion thereof has been assigned under an Asset Purchase Agreement), after giving effect to reductions of the Principal held by the Investor in such Bank's Group to be made on the date of such Advance (whether from the distribution of Collections or from the proceeds of Advances by such Bank). Each Bank's obligation shall be several, such that the failure of any Lender Bank to make available to the Borrower any funds in connection with any Advance to be made by it as part of any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance funds available on the date of such Borrowingpurchase, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender on the date of funds available in connection with any BorrowingAdvance.

Making Advances. (a) Each Borrowing of Advances under the Loan prior to the Conversion Date shall be made on noticeupon the written notice of Company, given received by Administrative Agent not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "BORROWING NOTICE") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit EXHIBIT E hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) prior to the Conversion Date, shall not exceed the Commitment less the sum of all Advances then outstanding, and (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (orshall, in the case of a Borrowing consisting of LIBOR Advances, be in an amount of not less than $2,000,000) 5,000,000 or an integral multiple of $250,000 1,000,000 in excess thereofthereof and, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof; (iii) the requested Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Agent shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Loan (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred Bank of America Plaza 9▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. T▇▇▇▇ ▇▇▇▇▇▇ such Lender's Specified Percentage of the aggregate Advances under the Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(aARTICLE III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to Company (other than with respect to a Refinancing Advance) to the contraryby wiring Norwest Bank Minneapolis, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 N.A., ABA #0▇▇▇▇▇▇▇▇, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8▇▇▇▇▇▇▇▇▇, Beneficiary Name: FFCA, or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, other account as shall be treated as different Interest Periods)have been specified by Company. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the applicable conditions set forth in Article 4, including any loss (including loss aggregate principal of anticipated profits), cost or expense incurred by reason of outstanding Advances shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless the a Lender shall have notified Administrative Agent receives notice from a Lender before prior to the date of any Borrowing Advance that such Lender it will not make available to the Administrative Agent such Lender’s ratable portion its Specified Percentage of such Borrowingany Advance, the Administrative Agent may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(aSECTION 2.2(A), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date Company a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative Agent, such Lender and the Borrower Company severally agree to repay to the Administrative Agent forthwith immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower Company until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such The obligation of Company under this SECTION 2.2(E) shall not affect or impair any right of Company against any Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute for such Lender’s Advance as part 's breach of such Borrowing for purposes of this Agreementits obligation to fund Advances. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of any Advance. In no event, however, shall any such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure by Company to fulfill, on or before the date specified in the Borrowing Notice for an Advance, the conditions to such Advance to set forth herein or (ii) Company's requesting that an Advance not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.

Making Advances. (a) Each Borrowing of Advances shall be made on noticeupon the written notice of the Borrower, given received by Administrative Lender not later than (i) with respect 10:00 a.m. three Business Days prior to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, in the case of LIBOR Advances and (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed such Borrowing, each such notice to be given by in the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopiercase of Base Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by letter, in writing in substantially the form of Exhibit E D hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) in the case of Advances, shall not exceed the unused portion of the Available Commitment, (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (orshall, in the case of a Borrowing consisting of LIBOR Base Advances, be in an amount of not less than $2,000,000) 100,000 or an integral multiple of $250,000 50,000 in excess thereofthereof (or any lesser amount if such amount is the remaining undrawn portion under the Available Commitment) and (C) shall, (D) in the case of a Borrowing consisting of LIBOR Advances Advances, be in an amount of not less than $500,000 or Base Rate an integral multiple of $100,000 in excess thereof; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as Interest Period shall be three months. Administrative Lender shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 1:00 p.m. on the day date of such Borrowingeach Advance hereunder (other than a Refinancing Advance), make available to the Administrative Agent Lender, at its address in Los Angeles referred office at NationsBank Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's Specified Percentage of the aggregate Advances to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(a) Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the contrary, Borrower (other than with respect to a Refinancing Advance) by wiring such amounts pursuant to any wiring instructions specified by the Borrower may not select LIBOR Advances for any Borrowing if (i) to the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods)Administrative Lender in writing. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than five different Interest Periods in effect and (ii) the applicable conditions set forth in aggregate principal amount of outstanding Advances, Letters of Credit, and reimbursement obligations under Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of III shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateAvailable Commitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless the Administrative Agent receives notice from a Lender before shall have notified Administrative Lender prior to the date of any Borrowing Advance that such Lender it will not make available to the its Specified Percentage of any Advance, Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent Lender may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.02(a) hereof, and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative AgentLender, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith Lender immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative AgentLender, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of such Borrowingany Advance. In no event, but no however, shall any Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance to set forth herein or (ii) the Borrower's requesting that an Advance not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.

Making Advances. (a) Each Except as otherwise provided in Section 2.15, each Borrowing shall be made on notice, notice from the Borrower to the Administrative Agent given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 9:00 a.m., Los Angeles time, (i) in the case of a Borrowing composed of Reference Rate Advances, on the Business Day before the date of the proposed Borrowing and or (iiiii) with respect to any in the case of a Borrowing consisting composed of LIBOR Eurodollar Rate Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the . The Administrative Agent, which Agent shall give each Lender prompt notice thereof by telecopiertelecopier of each such notice of a Borrowing. Each such notice of a Borrowing shall be in writing in by telephone confirmed, by the form end of Exhibit E (the same Business Day, by the Borrower's delivery of a “Notice of Borrowing”), or Borrowing to the Administrative Agent by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) telecopier and shall specify therein the requested (i) date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereofBusiness Day, (Dii) Type of Advances composing such Borrowing, (iii) aggregate amount of such Borrowing and (iv) in the case of a Borrowing consisting composed of LIBOR Advances or Base Eurodollar Rate Advances, the requested initial Interest Period for such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such BorrowingAdvances. Each Lender shallwill, before 11:00 a.m.12:00 noon, Los Angeles time, on the day date of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2the Administrative Agent's Account, in immediately available funds, such Lender’s 's ratable portion of such BorrowingBorrowing for the account of such Lender's Applicable Lending Office. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 43, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same's Account. (b) Notwithstanding anything in Section 2.4(a2.2(a) to the contrary, the Borrower may not select LIBOR Eurodollar Rate Advances for any Borrowing if (i) the aggregate amount of such Borrowing is less than $5,000,000, (ii) the obligation of the Lenders to make LIBOR Eurodollar Rate Advances is then suspended pursuant to Article 3 Section 2.11 or (iiiii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Eurodollar Rate Advances would be under this Agreement is greater than 5 10 (provided that that, for purposes of this clause (iii), Interest Periods of the same duration, duration but commencing on different dates, dates shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The In the case of any Borrowing that the related Notice of Borrowing specifies is to be composed of Eurodollar Rate Advances, the Borrower will indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for in such Borrowing in the related Notice of Borrowing, the applicable conditions set forth in Article 43, including any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent receives notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has does not made make such ratable portion available to the Administrative Agent, such Lender and the Borrower agree severally agree to repay such corresponding amount to the Administrative Agent forthwith on demand such corresponding amountdemand, together with interest thereon, thereon for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up composing such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making Advances. (a) Each Borrowing of Advances under the Loan prior to the Conversion Date shall be made on noticeupon the written notice of Company, given received by Administrative Agent not later than (i) with respect 12:00 noon three Business Days prior to any Borrowing consisting the proposed date of Reference Rate Advancesthe Borrowing, in the case of LIBOR Advances and (ii) not later than 1:30 p.m., Los Angeles time, 10:00 a.m. on the Business Day before the date of the proposed such Borrowing, (ii) with respect to any Borrowing consisting in the case of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "BORROWING NOTICE") shall be by telecopy, promptly confirmed by letter, in writing in substantially the form of Exhibit EXHIBIT E hereto specifying therein: (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (Ai) the requested date of such Borrowing (proposed Borrowing, which shall be a Business Day); (ii) the amount of such proposed Borrowing which, (A) prior to the Conversion Date, shall not exceed the Commitment less the sum of all Advances then outstanding, and (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (orshall, in the case of a Borrowing consisting of LIBOR Advances, be in an amount of not less than $2,000,000) 5,000,000 or an integral multiple of $250,000 1,000,000 in excess thereofthereof and, (D) in the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, be in an amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof; (iii) the requested Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Advances and Interest Period shall be one month. Administrative Agent shall give prompt notice (Ewhich may be by telecopy or telephonic, to be confirmed by telecopy) the fact that the statements set forth in Section 4.2(b) are true as of the date its receipt of such Borrowinga Borrowing Notice to each Lender. Each Lender shall, before 11:00 a.m., Los Angeles time, 2:00 p.m. on the day date of such Borrowingeach Advance hereunder under the Loan (other than a Refinancing Advance), make available to the Administrative Agent at its address in Los Angeles referred NationsBank Plaza 9▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. T▇▇▇▇▇▇ ▇▇▇▇ such Lender's Specified Percentage of the aggregate Advances under the Loan to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(aARTICLE III hereof has not been satisfied, Administrative Agent will make the funds on Advances under the Loan promptly available to Company (other than with respect to a Refinancing Advance) to the contraryby wiring Norwest Bank Minneapolis, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 N.A., ABA #0▇▇▇▇▇▇▇▇, Beneficiary Bank: Norwest Bank Arizona, Beneficiary Account: 8▇▇▇▇▇▇▇▇▇, Beneficiary Name: FFCA, or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, other account as shall be treated as different Interest Periods)have been specified by Company. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than ten different Interest Periods in effect and (ii) the applicable conditions set forth in Article 4, including any loss (including loss aggregate principal of anticipated profits), cost or expense incurred by reason of outstanding Advances shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) No Interest Period for a Borrowing under the Facility shall extend beyond the Maturity Date. (e) Unless the a Lender shall have notified Administrative Agent receives notice from a Lender before prior to the date of any Borrowing Advance that such Lender it will not make available to the Administrative Agent such Lender’s ratable portion its Specified Percentage of such Borrowingany Advance, the Administrative Agent may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(aSECTION 2.2(A), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date Company a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative Agent, such Lender and the Borrower Company severally agree to repay to the Administrative Agent forthwith immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower Company until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such The obligation of Company under this SECTION 2.2(E) shall not affect or impair any right of Company against any Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute for such Lender’s Advance as part 's breach of such Borrowing for purposes of this Agreementits obligation to fund Advances. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Advance shall not relieve any other Lender of its obligation, if any, hereunder to make available its Advance on the date Specified Percentage of any Advance. In no event, however, shall any such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available any portion of any Advance. (g) Company shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified in the Borrowing Notice for an Advance, the conditions to such Advance to set forth herein or (ii) Company's requesting that an Advance not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.

Making Advances. (a) Each Borrowing Advances shall be made on noticewritten request, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles 11:00 A.M. (Eastern time, on the ) at least three Business Day before Days prior to the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by from the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall identifying the real estate to be in writing in purchased or the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officercapital improvements to be made, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate and amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (D) in Advances and selecting the case of a Borrowing consisting of LIBOR Advances or Base Rate Advances, the requested initial Interest Period for such Advances and Advances. The Agent shall give prompt written notice of each borrowing request to the Banks. Not later than 1:00 P.M. (EEastern time) the fact that the statements set forth in Section 4.2(b) are true as of on the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds Advances and upon fulfillment of the applicable conditions set forth in Article 4Error! Reference source not found, the Administrative Agent each Bank will make its ratable share of such funds Advances available to the Borrower by crediting Agent in same day funds in accordance with such Banks Commitment Percentage. Upon the Agent's receipt of such funds, it shall credit the proceeds to the Borrower’s concentration 's operating account number 0880412175 at with the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything in Section 2.4(a) Each written request from the Borrower to the contrary, the Borrower may not select LIBOR Agent for Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will shall indemnify each Lender Bank against any loss, cost or expense incurred by such Lender Bank as a result of any failure to fulfill, fulfill on or before the date specified in such request for such Borrowing in the related Notice of Borrowing, Advances the applicable conditions set forth in Article 4Error! Reference source not found, including including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Bank to fund the Advance to be made by such Lender as part of such Borrowing when such the Advance, as a result of such failure, is not made on such date. (c) The Advances shall be repaid on the Termination Date, unless converted into Term Loans as provided in Section Error! Reference source not found below. (d) On the date of the closing of this Agreement (the "Closing Date"), all indebtedness outstanding under the July 27, 1995 Credit Agreement between the Borrower, Crestar Bank and Signet Bank/Virginia (the "Existing Credit Agreement") shall be repaid with Advances under this Agreement and the Existing Credit Agreement shall be terminated as of the Closing Date. (e) Unless the Administrative Agent receives shall have received notice from a Lender before Bank prior to the date of any Borrowing Advances that such Lender Bank will not make available to the Administrative Agent such Lender’s Bank's ratable portion of such BorrowingAdvances, the Administrative Agent may assume that such Lender Bank has made such portion available to the Administrative Agent on the date of such Borrowing Advances in accordance with Section 2.4(a), 2.2(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender has Bank shall not have so made such ratable portion available to the Administrative Agent, such Lender Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i1) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Advances, and (ii2) in the case of such LenderBank, the Federal Funds Rate. If such Lender repays Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Bank's Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of any Lender Bank to make the Advance Advances to be made by it as part of any Borrowing such Bank shall not relieve any the other Lender Banks of its obligationtheir obligations, if any, hereunder to make its Advance on the date of such Borrowingtheir Advances, but no Lender none of the Banks shall be responsible for the failure of any the other Lender Banks to make the Advance to be made by such other Lender on the date of any BorrowingAdvances.

Making Advances. (a) Each Borrowing Advance shall be made on notice(or continued for an additional Interest Period, given (i) with respect to any if applicable), following a Notice of Borrowing consisting of Reference Rate Advances, received by Agent not later than 1:30 p.m., Los Angeles time, 2:00 P.M. (Eastern Standard Time) on the Business Day before the date of the proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day), (B) the requested Type of Advances making up such Borrowing, (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (or, in the case of a Borrowing consisting of LIBOR Advances, $2,000,000) or an integral multiple of $250,000 in excess thereof, (Di) in the case of a Borrowing consisting LIBOR Advance, the 4th Business Day prior to, or (ii) in the case of LIBOR Advances or Base Rate Advancesa Prime Advance, the 2nd Business Day prior to, the requested initial Interest Period for such Advances and Funding Date (E) the fact that the statements set forth in Section 4.2(b) are true as of the date of such Borrowing. Each Lender shall, before 11:00 a.m., Los Angeles time, on the day of such Borrowing, make available to the Administrative Agent at its address in Los Angeles referred to in Section 10.2, in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(awhich requested Funding Date must be a Business Day), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required that: (1) if Borrower fails to use commercially reasonable efforts as described in this sentence elect any particular interest rate, or if the Administrative Agentrequested Funding Date is less than 4 Business Days following such Notice of Borrowing, at its sole option exercisable at any time, gives Borrower shall be deemed to have elected the Prime Interest Rate; and (2) Borrower notice shall have delivered to Agent the statements referred to in Section 3.1(c) and Section 3.1(d) prior to or concurrently with the applicable Notice of the sameBorrowing described above. (b) Notwithstanding anything in Section 2.4(a) to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (i) the obligation of the Lenders to make LIBOR Advances is then suspended pursuant to Article 3 or (ii) after giving effect to such Borrowing, the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods of the same duration, but commencing on different dates, shall be treated as different Interest Periods). (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Following any Notice of Borrowing, Borrower will indemnify each Lender indemnifies and agrees to hold the Lenders harmless from and against any loss, cost or expense incurred by such Lender the Lenders as a result of any failure by Borrower to fulfill, complete the borrowing specified in such Notice of Borrowing (whether or not due to a failure to fulfill on or before the date specified for in such Borrowing in the related Notice of Borrowing, Borrowing the applicable conditions set forth in Article 4III), including such losses, costs and expenses to include, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender the Lenders to fund the Advance to be made by such Lender as part of such Borrowing Advance, when such Advance, as a result of such failure, is not made on the date requested for such dateAdvance. (c) Subject to fulfillment of the applicable conditions set forth in this Article II and Article III below, the Lenders will make the Advance not later than 2:00 P.M. (Eastern Standard Time) in the amount and on the date requested for such Advance in same-day funds at Agent's office at 301 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ wire transfer of such Advance on behalf of Borrower to Borrower's account maintained at FUNB, or to such other account as Borrower shall so direct by written notice to FUNB. (d) Unless LIBOR Advances shall be subject to the Administrative Agent receives notice from a Lender before following additional conditions: (1) if, at any time, (A) the date Lenders shall determine that, by reasons of circumstances affecting foreign exchange and interbank markets generally, LIBOR deposits in the applicable amounts are not being offered to the Lenders, or (B) the introduction of or any change in or in the interpretation (including reversals) of any Borrowing law or regulation makes it unlawful, or any central bank or governmental authority asserts that it is unlawful, for the Lenders to obtain funds in the London interbank market to fund or maintain a LIBOR Advance or otherwise to perform its obligations hereunder with respect to any such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such BorrowingAdvance, the Administrative Agent may assume that such Lender has made such portion available Lenders' obligation to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)make or maintain any LIBOR Advance, and the Administrative Agent mayright of Borrower to select any LIBOR Interest Rate, in reliance upon shall be suspended until the circumstances causing such assumptionsuspension no longer exist, make available and the applicable LIBOR Interest Rate for any outstanding LIBOR Advance shall immediately be converted to the Prime Interest Rate for such LIBOR Advance for the remainder of the Interest Period; (2) LIBOR Advances may be repaid or prepaid only on the last Business Day of the Interest Period applicable to such Advance. Borrower on may elect to maintain any outstanding LIBOR Advance for an additional Interest Period by delivering a Notice of Borrowing to Agent making such date a corresponding amountelection within the time period required for such notices as set forth in this Section 2.2. If any LIBOR Advance is not repaid or prepaid on the last Business Day of the Interest Period, and to the extent that such Lender Borrower has not otherwise timely delivered a Notice of Borrowing electing to continue such LIBOR Advance for an additional Interest Period elected by Borrower in such Notice of Borrowing, Borrower will be deemed to have elected to maintain such Advance outstanding as a Prime Advance. If, as a result of a payment made by Borrower due to acceleration of the maturity of the Notes pursuant to Section 8.2 or due to any other reason, the Lenders receive payment of any principal amount of any LIBOR Advance on a day other than the last day of the Interest Period for such ratable portion available LIBOR Advance, or Borrower fails to make any payment of principal outstanding under any LIBOR Advance when due under the Administrative AgentNotes, such Lender and the Borrower severally agree shall pay to repay to the Administrative Agent forthwith on demand such corresponding that amount, together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder required to make its Advance on compensate the date Lenders for additional losses, costs or expenses which the Lenders may incur as a result of such Borrowingpayment or nonpayment, but no Lender shall be responsible for including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the failure liquidation or reemployment of any deposits or other Lender funds acquired by the Lenders to make the Advance to be made by fund or maintain such other Lender on the date of any BorrowingLIBOR Advance.

Making Advances. (a) Each Borrowing shall be made on notice, given (i) with respect to any Borrowing consisting of Reference Rate Advances, not later than 1:30 p.m., Los Angeles time, on the Business Day before the date of the such proposed Borrowing, (ii) with respect to any Borrowing consisting of Base Rate Advances, not later than 9:30 a.m., Los Angeles time, on the Business Day before the date of the proposed Borrowing and (iii) with respect to any Borrowing consisting of LIBOR Advances, not later than 9:30 a.m., Los Angeles time, on the third Business Day before the date of the proposed Borrowing, each such notice to be given by the Borrower to the Administrative Agent, which shall give each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing shall be in writing in the form of Exhibit E (a “Notice of Borrowing”), or by telephone confirmed promptly in writing, by an Authorized Officer, specifying (A) the requested date of such Borrowing (which shall be a Business Day); (ii) whether such Advance is to be a Revolving Advance or a Term Loan Initial Advance, and the Type of Advances of which the Borrowing is to be comprised; (iii) the amount of such proposed Borrowing which, (A) in the case of Revolving Advances, shall not exceed the unused portion of the Commitment less outstanding Letters of Credit, and in the case of Term Advances shall either be a Term Loan Initial Advance or a Refinancing Advance, (B) shall (I) in the requested Type case of a Borrowing of Base Advances making up under the Revolving Loan, be in an amount of not less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or any lesser amount if such Borrowingamount is the remaining undrawn portion under the Commitment), and (II) in the case of a Borrowing of LIBOR Advances under the Revolving Loan, be in an amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (C) the requested aggregate amount of such Borrowing, which shall be $500,000 (orshall, in the case of a Borrowing consisting under the Term Loan (of either a Term Loan Initial Advance or a Refinancing Advance under the Term Loan that is a Borrowing of Base Advances or LIBOR Advances, be in an amount of not less than $2,000,000) 5,000,000 or an integral multiple of $250,000 1,000,000 in excess thereofthereof (or, for any Refinancing Advance under the Term Loan, any lesser amount if such amount is the remaining portion under the Term Loan); and (Div) in if the case of a Borrowing consisting under the Revolving Loan or the Term Loan is to be comprised of LIBOR Advances or Base Rate Advances, the requested duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances, such Advances and (E) the fact that the statements set forth in Section 4.2(b) are true as Interest Period shall be three months. Administrative Lender shall promptly notify Lenders of the date of each such Borrowingnotice. Each Lender shall, before 11:00 a.m., Los Angeles time, 1:00 p.m. on the day date of such Borrowingeach Advance under the Revolving Loan hereunder (other than a Refinancing Advance) or a Term Loan Initial Advance, make available to the Administrative Agent Lender, at its address in Los Angeles referred office at NationsBank Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, such Lender's Specified Percentage of the aggregate Advances under the Revolving Loan and/or the Term Loan Initial Advance to in Section 10.2, be made on that day in immediately available funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s concentration account number 0880412175 at the Administrative Agent’s aforesaid address. Notwithstanding the provisions of the first sentence of this Section 2.4(a), if the Borrower gives the Administrative Agent notice, by telephone confirmed promptly by telecopier, of a Borrowing consisting of Reference Rate Advances by 9:30 a.m., Los Angeles time, on the day of the proposed Borrowing, the Administrative Agent and the Lenders will use commercially reasonable efforts (but shall not be obligated) to make such Advances available on the day on which such notice is given; provided, however, that the Administrative Agent and the Lenders shall no longer be required to use commercially reasonable efforts as described in this sentence if the Administrative Agent, at its sole option exercisable at any time, gives the Borrower notice of the same. (b) Notwithstanding anything Unless any applicable condition specified in Section 2.4(a) Article IV has not been satisfied, Administrative Lender will make the funds promptly available to the contrary, the Borrower may not select LIBOR Advances for any Borrowing if (other than with respect to a Refinancing Advance) by either (i) the obligation of the Lenders to make LIBOR Advances is then suspended wiring such amounts pursuant to Article 3 any wiring instructions, or (ii) after giving effect to depositing such Borrowing, amount in the aggregate number of different Interest Periods for outstanding LIBOR Advances would be greater than 5 (provided that Interest Periods account of the same durationBorrower at the Administrative Lender, but commencing on different dates, shall be treated in each case as different Interest Periods)specified by the Borrower to the Administrative Lender in writing. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower will indemnify each Lender against After giving effect to any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified for such Borrowing in the related Notice of Borrowing, (i) there shall not be more than seven different Interest Periods in effect and (ii) the applicable conditions set forth in aggregate principal amount of outstanding Advances under the Revolving Loan, Letters of Credit, and reimbursement obligations under Article 4, including any loss (including loss of anticipated profits), cost or expense incurred by reason of III shall not exceed the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateCommitment. (d) No Interest Period applicable to any Advance shall extend beyond the Maturity Date. (e) Unless the Administrative Agent receives notice from a Lender before shall have notified Administrative Lender prior to the date of any Borrowing Revolving Advance or Term Loan Initial Advance that such Lender it will not make available to the its Specified Percentage of any Revolving Advance or Term Loan Initial Advance, Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent Lender may assume that such Lender has made such portion the appropriate amount available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.4(a)2.02(a) hereof, and the Administrative Agent Lender may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such any Lender has shall not have made such ratable portion amount available to the Administrative AgentLender, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith Lender immediately on demand such corresponding amount, amount together with interest thereon, for each day from the date on which such amount is made available to the Borrower until the date on which such amount is repaid to the Administrative AgentLender, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances making up such Borrowing Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender repays to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of by any Lender to make the Advance to be made by it as part available its Specified Percentage of any Borrowing Revolving Advance or Term Loan Initial Advance hereunder shall not relieve any other Lender of its obligation, if any, hereunder to make available its Specified Percentage of any Revolving Advance on the date of such Borrowingor Term Loan Initial Advance. In no event, but no however, shall any Lender shall be responsible for the failure of any other Lender to make available any portion of any Revolving Advance or Term Loan Initial Advance. (g) The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance to set forth herein (including a Refinancing Advance) or (ii) the Borrower's requesting that an Advance (including a Refinancing Advance) not be made by such other Lender on the date of any Borrowingspecified in the Borrowing Notice.