Common use of Procedures for Borrowing Clause in Contracts

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date), to obtain such Credit Extension, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific time at least five (5) Business Days prior to the proposed Funding Date of such Credit Extension. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such a Credit Extension, Borrower shall notify Agent and each Lender (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. noon (Pacific time at least five (5time) Business Days prior to on the proposed Funding Date of such the Credit Extension. Such notice shall be made by electronic mail or by telephone and, together Together with any such electronic or facsimile notification, Borrower shall deliver to Agent and each Lender by electronic mail or facsimile (a) a completed Disbursement Letter Transaction Report for Advances under the Revolving Line or (and b) a completed Payment/Advance Form) Form for all other Credit Extensions, in either case executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer or his or her designee. Agent on behalf of each Lender may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief a Responsible Officer or reliancedesignee. Agent shall credit the Credit Extensions to the Designated Deposit Account. Agent on behalf of each Lender may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval)become due. (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, Extension that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extensionthe Term Loan or to Advances under the Revolving Line, as applicable, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of To obtain a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date), to obtain such Credit Extension2009 Equipment Advance or Term Loan Advance, Borrower shall must notify Agent Bank (which notice shall be irrevocable) by 12:00 facsimile no later than 3:00 p.m. Pacific Eastern time at least five one (51) Business Days prior Day before the day on which the 2009 Equipment Advance or Term Loan Advance is to the proposed Funding Date of such Credit Extensionbe made. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and A Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given Form must be signed by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent Responsible Officer or designee and, with respect to a 2009 Equipment Advance, include a copy of the invoice for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amountEquipment being financed. If Borrower satisfies the conditions of each 2009 Equipment Advance or Term Loan Advance, Bank shall disburse such amount is not made available to Agent 2009 Equipment Advance or Term Loan Advance by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension transfer to the Designated Deposit Account.” 4 The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 4.1 thereof (entitled “Grant of Security Interest”): “Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Agent may make Credit Extensions under Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement based on instructions from is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an Authorized Signer amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit denominated in Dollars, and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency, plus all interest, fees, and costs due or without instructions if to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Credit Extensions are necessary Obligations relating to meet Obligations which have become duesuch Letters of Credit.” 5 The Loan Agreement shall be amended by deleting the following text appearing in Section 6.2 thereof (entitled “Financial Statements, Reports, Certificates”):

Procedures for Borrowing. (a) Subject The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior satisfaction of all other applicable conditions to the Facility Termination Date on any Business Day. (b) (i) The Company may from time to time request the making of a Revolving Credit Extension set forth in this Agreement Advance by giving irrevocable notice (which must be satisfied no later than 12:00 p.m. Pacific time on a “Borrowing Notice”) to the applicable Funding Date), to obtain such Credit Extension, Borrower shall notify Agent (which notice shall must be irrevocable) received by 12:00 p.m. Pacific the Agent prior to 10:00 A.M., local time at least five (5) of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the proposed Funding requested Borrowing Date of such Credit Extension. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Formeach Eurocurrency Advance) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified specifying in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of each case (i) the Federal Funds Effective Rate or amount to be borrowed, (ii) the requested Borrowing Date (which shall be a rate determined by Business Day), (iii) the currency in which such Loan shall be denominated and its Original USD Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in USD or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent in accordance with banking industry rules on interbank compensationmay from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent's funding office for the period until Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Lender makes such amount Borrowing Date available to the Agent at the Agent's funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available to Agentor other same day funds customarily used for settlement in USD or in the relevant Foreign Syndicated Currency (as the case may be). If such Lender’s share of such Credit Extension is not The amounts made available by each Lender will then be made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon the Company at the rate per annum applicable to such Credit Extension, on demand, from Borrowerfunding office for the Company and in like funds as received by the Agent. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

Procedures for Borrowing. To request the Lenders to make the Loans on the anticipated Acquisition Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone in accordance with Schedule 2.03(A). Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) Subject to the prior satisfaction aggregate amount of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date), to obtain such Credit Extension, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific time at least five (5) Business Days prior to the proposed Funding Date of such Credit Extension. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval).requested Borrowing, (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extensionsuch Borrowing, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower which shall be a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower.Day; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (e) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06. Notwithstanding anything to the contrary above in this Section 2.03, no such notice shall alter the information set forth on Schedule 2.03 (B) unless such notice shall be written. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be deemed an ABR Borrowing. If no Interest Period is specified with respect to a requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of such Borrowing Request in accordance with this Section, the Administrative Agent shall credit proceeds advise each Lender of a Credit Extension the details thereof and of the amount of such Lender's Loan to be made as part of the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become duerequested Borrowing.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension an Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such Credit Extensionan Advance, Borrower shall notify Agent Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. noon Pacific time at least five (5) Business Days prior to on the proposed Funding Date of such Credit Extensionthe Advance. Such notice shall be made by electronic mail or by telephone and, together Together with any such electronic or facsimile notification, Borrower shall deliver to Agent Bank by electronic mail or facsimile a completed Disbursement Letter (and Payment/Advance Form) Transaction Report executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer or his or her designee. Agent Bank may rely on any telephone notice given by a person whom Agent Bank believes is an Authorized Signera Responsible Officer or designee. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent Bank shall credit proceeds of a Credit Extension Advances to the Designated Deposit Account. Agent Bank may make Credit Extensions Advances under this Agreement based on instructions from an Authorized Signer a Responsible Officer or his or her designee or without instructions if the Credit Extensions Advances are necessary to meet Obligations which have become due.” 2.8 Section 4.1 of the Loan Agreement is amended by inserting the following at the end thereof: “Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% for letters of credit denominated in a currency other than Dollars), of the Dollar Equivalent of the face amount of all such letters of credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such letters of credit.” 2.9 Section 6.9 of the Loan Agreement is amended in its entirety and is replaced with the following:

Procedures for Borrowing. (a) Subject to Section 3.5(b) and to the prior satisfaction of all other applicable conditions to the making of a Credit Extension an Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such Credit Extension, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific time at least five (5) Business Days prior to the proposed Funding Date of such Credit Extension. Such notice each Advance shall be made by electronic mail or by telephone andupon Borrower’s irrevocable written notice delivered to HSBC in the form of a Notice of Borrowing, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) each executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer of Borrower or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Agent HSBC may rely on any telephone notice given by a person whom Agent HSBC believes is an Authorized Signera Responsible Officer or designee. Borrower will indemnify Agent HSBC for any loss Agent HSBC suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder Notwithstanding the foregoing, HSBC shall monitor daily balances in the Designated Deposit Account and presentment amounts for disbursement account number 797046844 maintained at HSBC (the “Disbursement Account”). If HSBC determines that funds in the Designated Deposit Account are insufficient to pay the making amount of the items presented for that day in the Disbursement Account and to maintain the Imprest Balance in the Designated Deposit Account, Borrower shall be deemed to have made a Credit Extension that, by its terms, must request for an Advance to be fulfilled to the satisfaction of maintained as a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making Base Rate Advance as of such Credit Extensiondate in the amount of such shortfall, such Advance to be deposited in the Designated Deposit Account or the Disbursement Account, as appropriate. Unless Agent In addition, any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with HSBC, or with respect to any other Obligation, which shall have been notified in writing by any Lender prior become due, shall be deemed a request for an Advance to be maintained as a Base Rate Advance as of the date of any Credit Extensionsuch payment is due, that such Lender will not make in the amount that would constitute its share of required to pay in full such borrowing available to Agentinterest, Agent may assume that fee, charge or Obligation under this Agreement, or any other agreement with HSBC and such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender request shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrowerirrevocable. (c) Agent Excluding Advances that have been deemed to have been requested under Section 3.5(b) (which shall credit proceeds not require the delivery of a Credit Extension Notice of Borrowing), each Notice of Borrowing must be received by HSBC prior to 11:00 AM (New York time), on the requested Funding Date, specifying: (1) the amount of the Advance which, for LIBOR Rate Advances, shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof; (2) the requested Funding Date; (3) if the Advance shall be transferred to the Designated Deposit AccountAccount or to another account set forth in the Notice of Borrowing, and (4) whether the Advance is to be comprised of LIBOR Rate Advances or Base Rate Advances. Agent Interest Periods for LIBOR Rate Advances shall be for one month. No LIBOR Rate Advance shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than three (3) LIBOR Rate Advances, in the aggregate at any time. HSBC shall provide Borrower with a quote of the actual interest rate available for the LIBOR Rate Advance requested by Borrower, which quote shall be given on the day such LIBOR Rate Advance is requested and such quote shall be effective from the day provided by HSBC until one (1) Business Day thereafter. (d) Except as provided in sub-clause (b) of this Section 3.5, the proceeds of all such Advances will then be made available to Borrower on the Funding Date by HSBC by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. (e) Notwithstanding anything to the contrary contained herein, HSBC shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Advances, but the provisions hereof shall be deemed to apply as if HSBC had purchased such deposits to fund the LIBOR Rate Advances. (f) Each Interest Period of a LIBOR Rate Advance shall commence on the date such LIBOR Rate Advance is made and shall be for a period of one-month, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the Revolving Line Maturity Date. (g) Provided that no Event of Default shall have occurred and be continuing, Borrower, may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Advance, or on any Business Day with respect to Base Rate Advances, convert any such advance into an advance of another type in the same aggregate principal amount provided that any conversion of a LIBOR Rate Advance shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Advance. If Borrower desires to convert an advance, Borrower shall give HSBC a Notice of Conversion by no later than 11:00 AM (New York time) (i) on the day which such conversion is to occur with respect to a conversion from a Base Rate Advance to a LIBOR Rate Advance, or (ii) on the day which such conversion is to occur with respect to a conversion from a LIBOR Rate Advance to a Base Rate Advance, specifying, in each case, the date of such conversion and the loans to be converted. (h) At its option and upon written notice given prior to 11:00 AM (New York time) on the date of such prepayment, Borrower may prepay the LIBOR Rate Advances in whole at any time or in part from time to time, together with amounts which may be owed to HSBC pursuant to Section 3.5(i)), and with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of LIBOR Rate Advances and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Advance is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify HSBC therefor in accordance with Section 3.5(i). (i) Borrower shall indemnify HSBC and hold HSBC harmless from and against any and all losses or expenses that HSBC may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any LIBOR Rate Advance or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Advance after notice thereof has been given, including, but not limited to, any interest payable by HSBC to lenders of funds obtained by it in order to make Credit Extensions under or maintain its LIBOR Rate Advance hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by HSBC to Borrower shall be conclusive absent manifest error. (j) Notwithstanding any other provision hereof, if any Requirement of Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for HSBC (for purposes of this Agreement based Section 3.5(j), “HSBC” shall include the office or branch where HSBC or any corporation or bank controlling HSBC makes or maintains any LIBOR Rate Advances) to make or maintain its LIBOR Rate Advances, the obligation of HSBC to make LIBOR Rate Advances hereunder shall forthwith be cancelled and Borrower shall, if any affected LIBOR Rate Advances are then outstanding, promptly upon request from HSBC, either pay all such affected LIBOR Rate Advances or convert such affected LIBOR Rate Advances into Base Rate Advances. If any such payment or conversion of any LIBOR Rate Advances is made on instructions from an Authorized Signer a day that is not the last day of the Interest Period applicable to such LIBOR Rate Advances, Borrower shall pay HSBC, upon HSBC’s request, such amount or without instructions if the Credit Extensions are amounts as may be necessary to meet Obligations which have become duecompensate HSBC for any loss or expense sustained or incurred by HSBC in respect of such LIBOR Rate Advance as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by HSBC to lenders of funds obtained by HSBC in order to make or maintain such LIBOR Rate Advance. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by HSBC to Borrower shall be conclusive absent manifest error.

Procedures for Borrowing. (a) Subject The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior satisfaction of all other applicable conditions to the Facility Termination Date on any Business Day. (b) (i) The Company may from time to time request the making of a Revolving Credit Extension set forth in this Agreement Advance by giving irrevocable notice (which must be satisfied no later than 12:00 p.m. Pacific time on a “Borrowing Notice”) to the applicable Funding Date), to obtain such Credit Extension, Borrower shall notify Agent (which notice shall must be irrevocable) received by 12:00 p.m. Pacific the Agent prior to 10:00 A.M., local time at least five (5) of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the proposed Funding requested Borrowing Date of such Credit Extension. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Formeach Eurocurrency Advance) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified specifying in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of each case (i) the Federal Funds Effective Rate or amount to be borrowed, (ii) the requested Borrowing Date (which shall be a rate determined by Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent in accordance with banking industry rules on interbank compensationmay from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the period until Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Lender makes such amount Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available to Agentor other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). If such Lender’s share of such Credit Extension is not The amounts made available by each Lender will then be made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon the Company at the rate per annum applicable to such Credit Extension, on demand, from Borrowerfunding office for the Company and in like funds as received by the Agent. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Section 2.3, in order to obtain such Credit Extensionrequest a Disbursement under this Agreement, Borrower shall notify Agent submit to Lender a Disbursement Request substantially in the form attached hereto as Exhibit A on any Banking Day during the Availability Period specifying in accordance with the terms of this Agreement (which notice shall i) the principal amount and (ii) the proposed date of Disbursement. (b) Each Disbursement Request must be irrevocable) received by 12:00 p.m. Pacific time Lender at least five (5) Business 3 banking Days prior to the proposed Funding Date date of Disbursement. A Disbursement Request shall be effective upon receipt of such Credit Extension. Such notice request by Lender and shall be made irrevocable by electronic mail or Borrower as of that date unless otherwise agreed upon by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds Borrower may only submit Disbursement Requests, and Lender will only accept Disbursement Requests and make Disbursements, during the Availability Period. Borrower may request Disbursements, each in the minimum amount of a Credit Extension $1,000,000 and each being an multiple of $250,000. (d) Upon receipt of the Disbursement Request by Lender, subject to the Designated Deposit Account. Agent may satisfaction of the conditions precedent set forth in Section 6 hereof and the requirements set forth in this Section 2.3, Lender shall make Credit Extensions under this Agreement based available to Borrower the requested amount as provided in the Disbursement Request to Borrower's Account on instructions from an Authorized Signer or without instructions the date proposed by Borrower in the Disbursement Request, provided that if the Credit Extensions are necessary to meet Obligations which have become dueproposed Disbursement date is not a Banking Day or does not fall at least 15 Banking Days after receipt of the Disbursement Request by Lender, Lender shall pay the Disbursement on the next Banking Day following the proposed Disbursement date that is at least 15 Banking Days after the date of receipt by Lender of the Disbursement Request.

Procedures for Borrowing. (a) Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile the completed Payment/Advance Request Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension the Term Loan set forth out in this Agreement and in accordance to Clause 2.1 (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Term Loan) above, to obtain such Credit Extensionthe Term Loan, Borrower shall must notify Agent Bank (which notice shall be irrevocable) by 12:00 p.m. Pacific electronic mail, or telephone by midday London time at least five (5) on or before the date falling 5 Business Days prior to the proposed Funding Date of such Credit Extensiondrawdown date for Tranche 1 or Tranche 2 or Tranche 3 (as applicable). Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail in the form of a completed Disbursement Letter (and Payment/Advance FormRequest Form in the form attached as Exhibit A and shall specify (i) executed by an Authorized Signer the date the Term Loan is to be made, which day shall be a Business Day during the Tranche 1 Availability Period (in the case of Tranche 1) or a Business Day during the Tranche 2 Availability Period (in the case of Tranche 2) or a Business Day during the Tranche 3 Availability Period (in the case of Tranche 3); (ii) the amount of such Term Loan; and (iii) such other reports and information procedural requirements as Agent Bank has notified to Borrower in advance of the date of such Payment/Advance Request Form. If such notification is by telephone, Borrower must promptly confirm the notification by delivering to Bank a completed Payment/Advance Request Form in the form attached at Exhibit A. Bank shall transfer the amount of the Term Loan to Borrower’s Euro deposit account held with the Bank. Bank may reasonably requestmake the Term Loan based on instructions from a Responsible Officer or his or her designee or without instructions if the Term Loan is necessary to meet Obligations which have become due. Agent Bank may rely on any telephone notice given by a person Person whom Agent Bank reasonably believes is an Authorized Signera Responsible Officer or designee. Borrower will shall indemnify Agent Bank for any loss Agent Bank suffers due to such belief reliance unless caused by Bank’s negligence or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval)intentional misconduct." (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) by adding "and/or Tranche 3" after the Federal Funds Effective Rate or (iireference to "Tranche 2" in the second line of clause 6.12(a) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for of the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower.Loan Agreement; (cj) Agent shall credit proceeds by deleting the last reference to "and" from clause 6.12(a)(i) of the Loan Agreement and replacing the "," in clause 6.12(a)(ii) of the Loan Agreement with "; and"; (k) by adding a Credit Extension to new clause 6.12(a)(iii) of the Designated Deposit Account. Agent may make Credit Extensions under this Loan Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.as follows:

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Section 2.3, in order to obtain such Credit Extensionrequest a Disbursement under this Agreement, Borrower shall notify Agent submit to Lender a Disbursement Request substantially in the form attached hereto as Exhibit A on any Banking Day during the Availability Period specifying in accordance with the terms of this Agreement (which notice shall I) the principal amount and (ii) the proposed date of Disbursement. (b) Each Disbursement Request must be irrevocable) received by 12:00 p.m. Pacific time Lender at least five (5) Business 3 banking Days prior to the proposed Funding Date date of Disbursement. A Disbursement Request shall be effective upon receipt of such Credit Extension. Such notice request by Lender and shall be made irrevocable by electronic mail or Borrower as of that date unless otherwise agreed upon by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds Borrower may only submit Disbursement Requests, and Lender will only accept Disbursement Requests and make Disbursements, during the Availability Period. Borrower may request Disbursements, each in the minimum amount of a Credit Extension $1,000,000 and each being an multiple of $250,000. (d) Upon receipt of the Disbursement Request by Lender, subject to the Designated Deposit Account. Agent may satisfaction of the conditions precedent set forth in Section 6 hereof and the requirements set forth in this Section 2.3, Lender shall make Credit Extensions under this Agreement based available to Borrower the requested amount as provided in the Disbursement Request to Borrower's Account on instructions from an Authorized Signer or without instructions the date proposed by Borrower in the Disbursement Request, provided that if the Credit Extensions are necessary to meet Obligations which have become dueproposed Disbursement date is not a Banking Day or does not fall at least 15 Banking Days after receipt of the Disbursement Request by Lender, Lender shall pay the Disbursement on the next Banking Day following the proposed Disbursement date that is at least 15 Banking Days after the date of receipt by Lender of the Disbursement Request.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension Term Loan Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date), to obtain such Credit Extensiona Term Loan Advance, Borrower shall notify Agent Bank (which notice shall be irrevocable) by 12:00 p.m. Pacific time at least five two (52) Business Days prior to the proposed Funding Date of the Term Loan Advance; provided that the request for the initial Term Loan Advance on the Effective Date may be conditioned upon the Refinancing and may be revoked or delayed if such Credit Extensioncondition is not met. Such notice shall be made through Bank’s online banking platform by an individual duly authorized by an Administrator, by electronic mail or by telephone and, together telephone. In connection with any such notification, Borrower shall deliver to Agent Bank by electronic mail or through Bank’s online banking platform a completed Disbursement Letter (and Payment/Advance Form) Form executed by an Authorized Signer and such other reports and information as Agent Bank may reasonably request. Agent Such Payment/Advance Form and other information (if any) must be received by Bank prior to 12:00 p.m. Pacific time on the requested Funding Date. Bank shall have determined to its satisfaction that any notice of or request for Term Loan Advances has been duly authorized by ▇▇▇▇▇▇▇▇. Bank may rely on any telephone notice given by a person whom Agent ▇▇▇▇ believes is an Authorized Signer. Subject to Section 11.3(a), Borrower will indemnify Agent Bank for any loss Agent Bank suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied , absent gross negligence or willful misconduct as determined by the prior delivery a court of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval)competent jurisdiction. (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent Bank shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent Bank may make Credit Extensions Term Loan Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions such Term Loan Advances are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date), to obtain such Credit Extension, The Borrower shall notify give the Agent an irrevocable notice substantially in the form of Exhibit D (a "Notice of Borrowing") (which notice shall --------- ------------------- must be irrevocable) received by the Agent prior to 12:00 p.m. Pacific time at least noon, New York City time, five (5) Business Days prior to the proposed Funding Borrowing Date) requesting that, on the Borrowing Date, the Lenders make Loans on the Borrowing Date of such Credit Extensionspecifying the amount to be borrowed. Such notice All Loans made on the Closing Date shall be Alternate Base Rate Loans. If the initial Loan is to be made by electronic mail or by telephone andfollowing the Closing Date, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement Loan may be deemed satisfied by a LIBOR Loan so long as the prior delivery Borrower gives the Agent a Notice of Borrowing Resolutions on or a secretary’s certificate that certifies as following the Closing Date and at least two (2) Business Days prior to such Board approval)the Borrowing Date. (b) In determining compliance with If the proceeds of a Loan are to be used to purchase or reimburse the Borrower for Telecommunications Equipment (including any condition hereunder Telecommunications Equipment being purchased or reimbursed under the Vendor Purchase Agreement), the Notice of Borrowing delivered to the making Agent will include a schedule supporting one hundred percent (100%) of a Credit Extension Telecommunications Equipment for which such funds are requested. Such schedule will detail all invoices for equipment, third party labor, permits and other third party costs of the Borrower with respect to such Telecommunications Equipment permitted under GAAP. All invoices over $25,000 will be attached to such schedule. The Agent shall review such invoices and verify that, by its termscombined with the above described capitalized internal costs, must be fulfilled such invoices will support at least seventy percent (70%) of the total requested funding. The Borrower hereby waives any and all rights it may have to setoff amounts due under or pursuant to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to Vendor Purchase Agreement against the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from BorrowerObligations hereunder. (c) Agent shall credit If the proceeds of a Credit Extension Loan are to be used to pay or reimburse the Borrower for transaction costs, the Notice of Borrowing delivered to the Designated Deposit AccountAgent will include a copy of the invoice from the provider of the service or other appropriate supporting documentation. (d) If the proceeds of a Loan are to be used in connection with the Black Label Working Capital Subfacility, the Notice of Borrowing delivered to the Agent will contain a certification that the making of such Loan does not violate any provision of any other agreement to which the Borrower or any of its Subsidiaries is a party. (e) If the proceeds of a Loan are to be used in connection with a Subfacility, the Notice of Borrowing delivered to the Agent will identify the Subfacility under which the Loan is to be made and contain a certification that the conditions applicable to that Subfacility pursuant to Section 2.1(c) and -------------- Article 4 have been satisfied. --------- (f) The Notice of Borrowing shall, with respect to any Loans requested, specify whether such requested Loans are to be Alternate Base Rate Loans or LIBOR Loans, and if such requested Loans are to be LIBOR Loans, the requested Interest Period for such Loans. (g) The Agent may agrees, promptly upon receipt of a Notice of Borrowing, to notify each Lender of the date and amount of the Loan proposed thereunder and the amount of such Lender's pro rata share therein. Not later than 1:00 p.m., New York City time, on each Borrowing Date, each Lender shall make Credit Extensions under this Agreement based on instructions available, in the manner specified by the Borrower in the applicable Notice of Borrowing, the amount to be borrowed from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become duesuch Lender.

Procedures for Borrowing. (a) Subject Whenever the Borrower desires to borrow under this Agreement, the Borrower shall give the Agent written notice of such proposal, stating the total amount requested, in substantially the form of Borrowing Request attached hereto as Exhibit "C". The total amount of the borrowing shall be allocated Pro Rata ----------- among the Lenders, to be advanced as separate Loans in the aggregate amount requested. If the Borrowing Request is for Equipment Loans, Borrower shall submit with the Borrowing Request such schedules, invoices, purchase orders and other documents descriptive of the Equipment as Agent may request, and the Agent shall provide such documentation to the prior satisfaction Lenders by overnight mail, deliverable on the Business Day following delivery by the Borrower of all other applicable conditions to such documentation. If the making Borrowing Request is for Working Capital Loans, the Borrowing Request shall be accompanied by a Borrowing Base Certificate as of a Credit Extension set forth the date submitted. No Borrowing Request shall request that Lenders fund less than $1,000,000 in this Agreement (aggregate Working Capital Loans and/or $500,000 in aggregate Equipment Loans, unless the remaining Total Commitment is less than such minimum amounts, in which must case the Borrowing Request shall be satisfied no for the remaining Total Commitment. Each Borrowing Request shall be irrevocable and shall be effective only if received by the Agent not later than 12:00 p.m. Pacific 10:00 a.m. San Francisco time on the applicable Funding Date), to obtain such Credit Extension, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific time date that is at least five (5) Business Days prior to the date of the proposed Funding Date of borrowing. If any such Credit Extension. Such notice Borrowing Request is by facsimile transmission, it shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail confirmed in a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied writing sent by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as Borrower to such Board approval)the Agent on the next Business Day. (b) In determining compliance with any condition hereunder to the making Promptly upon receipt of a Credit Extension thatBorrowing Request, by its termsbut not later than one (1) Business Day after receipt of the Borrowing Request and the related documentation, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agentcalculate each Lender's Funding Amount, and Agent maynotify each Lender telephonically of the Borrowing Request and such Lender's Funding Amount, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by and shall transmit copies of the required time on Borrowing Request and the Funding Date therefor, such Lender shall pay Amounts by facsimile to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such each Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent If any Lender believes in good faith that a Default or Event of Default has occurred and is then continuing and on that basis determines that it will not advance its Funding Amount to Borrower on the Funding Date, it shall credit proceeds notify the Agent, each other Lender and the Borrower of a Credit Extension such determination promptly but in no event later than 4:00 p.m. on the Business Day that is two (2) Business Days prior to the Designated Deposit AccountFunding Date (a "Suspension Notice"). Agent may make Credit Extensions under this Agreement based on instructions If a Suspension Notice is given, each other Lender may, at its sole election, suspend its Commitment and refrain from an Authorized Signer or without instructions if advancing its own Funding Amount to Borrower, and each of the Credit Extensions are necessary Lenders and Borrower agree promptly to meet Obligations which have become dueand confer in good faith about the basis for the Suspension Notice.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension an Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such Credit Extensionan Advance, Borrower shall notify Agent Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific noon Eastern time at least five (5) Business Days prior to on the proposed Funding Date of such Credit Extensionthe Advance. Such notice shall be made by electronic mail or by telephone and, together Together with any such electronic or facsimile notification, Borrower shall deliver to Agent Bank by electronic mail or facsimile a completed Disbursement Letter (and Payment/Advance Form) Form executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer or his or her designee. Agent Bank may rely on any telephone notice given by a person whom Agent Bank believes is an Authorized Signera Responsible Officer or designee. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent Bank shall credit proceeds of a Credit Extension Advances to the Designated Deposit Account. Agent Bank may make Credit Extensions Advances under this Agreement based on instructions from an Authorized Signer a Responsible Officer or his or her designee or without instructions if the Credit Extensions Advances are necessary to meet Obligations which have become due.” 5 The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 4.1 (Grant of Security Interest) thereof: “ Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.”

Procedures for Borrowing. (a) Subject to Section 3.5(b) and to the prior satisfaction of all other applicable conditions to the making of a Credit Extension an Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such Credit Extension, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific time at least five (5) Business Days prior to the proposed Funding Date of such Credit Extension. Such notice each Advance shall be made by electronic mail or by telephone andupon Borrower’s irrevocable written notice delivered to HSBC in the form of a Notice of Borrowing, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) each executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer of Borrower or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Agent HSBC may rely on any telephone notice given by a person whom Agent HSBC believes is an Authorized Signera Responsible Officer or designee. Borrower will indemnify Agent HSBC for any loss Agent HSBC suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder Notwithstanding the foregoing, HSBC shall monitor daily balances in the Designated Deposit Account and presentment amounts for disbursement account number 797046844 maintained at HSBC (the “Disbursement Account”). If HSBC determines that funds in the Designated Deposit Account are insufficient to pay the making amount of the items presented for that day in the Disbursement Account and to maintain the Imprest Balance in the Designated Deposit Account, Borrower shall be deemed to have made a Credit Extension that, by its terms, must request for an Advance to be fulfilled to the satisfaction of maintained as a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making Base Rate Advance as of such Credit Extensiondate in the amount of such shortfall, such Advance to be deposited in the Designated Deposit Account or the Disbursement Account, as appropriate. Unless Agent In addition, any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with HSBC, or with respect to any other Obligation, which shall have been notified in writing by any Lender prior become due, shall be deemed a request for an Advance to be maintained as a Base Rate Advance as of the date of any Credit Extensionsuch payment is due, that such Lender will not make in the amount that would constitute its share of required to pay in full such borrowing available to Agentinterest, Agent may assume that fee, charge or Obligation under this Agreement, or any other agreement with HSBC and such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender request shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrowerirrevocable. (c) Agent Excluding Advances that have been deemed to have been requested under Section 3.5(b) (which shall credit proceeds not require the delivery of a Credit Extension Notice of Borrowing), each Notice of Borrowing must be received by HSBC prior to 11:00 AM (New York time), on the requested Funding Date, specifying: (1) the amount of the Advance which, for LIBORSOFR Rate Advances, shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof; (2) the requested Funding Date; (3) if the Advance shall be transferred to the Designated Deposit AccountAccount or to another account set forth in the Notice of Borrowing, and (4) whether the Advance is to be comprised of LIBORSOFR Rate Advances or Base Rate Advances. Agent Interest Periods for LIBORSOFR Rate Advances shall be for one month. No LIBORSOFR Rate Advance shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than three (3) LIBORSOFR Rate Advances, in the aggregate at any time. HSBC shall provide Borrower with a quote of the actual interest rate available for the LIBORSOFR Rate Advance requested by Borrower, which quote shall be given on the day such LIBORSOFR Rate Advance is requested and such quote shall be effective from the day provided by HSBC until one (1) Business Day thereafter. (d) Except as provided in sub-clause (b) of this Section 3.5, the proceeds of all such Advances will then be made available to Borrower on the Funding Date by HSBC by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. (e) Notwithstanding anything to the contrary contained herein, HSBC shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Advances, but the provisions hereof shall be deemed to apply as if HSBC had purchased such deposits to fund the LIBOR Rate Advances[Reserved]. (f) Each Interest Period of a LIBORSOFR Rate Advance shall commence on the date such LIBORSOFR Rate Advance is made and shall be for a period of one-month or three-months, provided that the exact length of each Interest Period shall be determined in accordance with themarket practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the Revolving Line Maturity Date. (g) Provided that no Event of Default shall have occurred and be continuing, Borrower, may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORSOFR Rate Advance, or on any Business Day with respect to Base Rate Advances, convert any such advance into an advance of another type in the same aggregate principal amount provided that any conversion of a LIBORSOFR Rate Advance shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORSOFR Rate Advance. If Borrower desires to convert an advance, Borrower shall give HSBC a Notice of Conversion by no later than 11:00 AM (New York time) (i) on the day which such conversion is to occur with respect to a conversion from a Base Rate Advance to a LIBORSOFR Rate Advance, or (ii) on the day which such conversion is to occur with respect to a conversion from a LIBORSOFR Rate Advance to a Base Rate Advance, specifying, in each case, the date of such conversion and the loans to be converted. (h) At its option and upon written notice given prior to 11:00 AM (New York time) on the date of such prepayment, Borrower may prepay the LIBORSOFR Rate Advances in whole at any time or in part from time to time, together with amounts which may be owed to HSBC pursuant to Section 3.5(i)), and with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of LIBORSOFR Rate Advances and the amount of such prepayment. In the event that any prepayment of a LIBORSOFR Rate Advance is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify HSBC therefor in accordance with Section 3.5(i). (i) Borrower shall indemnify HSBC and hold HSBC harmless from and against any and all losses or expenses that HSBC may sustain or incur as a consequence of any prepaymentIn the event that (i) any payment of a SOFR Rate Advance is required, made or permitted on a date other than the last day of the then current Interest Period applicable thereto (including upon demand by Lender), (ii) the conversion of or any default by Borrower in the payment of the principal of or interest on any LIBORSOFR Rate Advance other than on the last day of the Interest Period applicable thereto, or (iii)the failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORconvert, continue, borrow or prepay any SOFR Rate Advance afteron the date specified in any notice thereof has been givendelivered pursuant hereto, then, in any such event, the Borrower shall compensate the Lender for any loss, cost and expense attributable to such event, including, but not limited to, any interest payable by HSBC to lenders of funds obtained by it in order to make Credit Extensions under or maintain its LIBOR Rate Advance hereunderloss, cost or expense arising from the liquidation or redeployment of funds. A certificate as toof the Lender delivered to the Borrower and setting forth any additionalamount or amounts payablethat the Lender is entitled to receive pursuant to the foregoing sentence submitted by HSBC to Borrowerthis paragraph shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate upon demand. (j) Notwithstanding any other provision hereof, if any Requirement of Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for HSBC (for purposes of this Agreement based Section 3.5(j), “HSBC” shall include the office or branch where HSBC or any corporation or bank controlling HSBC makes or maintains any LIBORSOFR Rate Advances) to make or maintain its LIBORSOFR Rate Advances, the obligation of HSBC to make LIBORSOFR Rate Advances hereunder shall forthwith be cancelled and Borrower shall, if any affected LIBORSOFR Rate Advances are then outstanding, promptly upon request from HSBC, either pay all such affected LIBORSOFR Rate Advances or convert such affected LIBORSOFR Rate Advances into Base Rate Advances. If any such payment or conversion of any LIBORSOFR Rate Advances is made on instructions from an Authorized Signer a day that is not the last day of the Interest Period applicable to such LIBORSOFR Rate Advances, Borrower shall pay HSBC, upon HSBC’s request, such amount or without instructions if the Credit Extensions are amounts as may be necessary to meet Obligations which have become duecompensate HSBC for any loss or expense sustained or incurred by HSBC in respect of such LIBORSOFR Rate Advance as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by HSBC to lenders of funds obtained by HSBC in order to make or maintain such LIBORSOFR Rate Advance. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by HSBC to Borrower shall be conclusive absent manifest error.

Procedures for Borrowing. (a) 3.4.1 Together with any such electronic or facsimile notification, Borrower shall deliver to Agent by electronic mail or facsimile the completed Loan Payment/Advance Request Form executed by a Responsible Officer or his or her designee. Agent may rely on any telephone notice given by a person whom the Agent believes is a Responsible Officer or designee. Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension the Term Loan set forth out in this Agreement and in accordance to Clause 2.1 (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Term Loan) above, to obtain such Credit Extensionthe Term Loan, Borrower shall must notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific electronic mail, or telephone by midday London time at least five (5) Business Days prior to on or before the proposed Funding Date of such Credit ExtensionDrawdown Date. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail in the form of a completed Disbursement Letter (and Loan Payment/Advance FormRequest Form in the form attached as Exhibit A and shall specify (i) executed by an Authorized Signer the date the Term Loan is to be made (which shall be the date of this Agreement); (ii) the amount of such Term Loan; and (iii) such other reports and information procedural requirements as Agent has notified to Borrower in advance of the Drawdown Date. If such notification is by telephone, Borrower must promptly confirm the notification by delivering to Agent a completed Loan Payment/Advance Request Form in the form attached at Exhibit A. The Lenders shall transfer the Term Loan to Borrower’s sterling deposit account held with Silicon Valley Bank. The Lenders may reasonably requestmake the Term Loan based on instructions from a Responsible Officer or his or her designee or without instructions if the Term Loan is necessary to meet Obligations which have become due. Agent The Finance Parties may rely on any telephone notice given by a person Person whom Agent believes the Finance Parties reasonably believe is an Authorized Signera Responsible Officer or designee. Borrower will The Obligors shall indemnify Agent the Finance Parties for any loss Agent suffers the Finance Parties suffer due to such belief reliance unless caused by the Finance Parties negligence or relianceintentional misconduct. 3.4.2 Each of the Lenders and the Borrower acknowledge that an amount of the Term Loan Amount shall be applied towards paying off the amount due under the Original Term Loan Facility Agreement. Agent shall have received satisfactory evidence The precise amount so applied will be set out in the Pay Off Confirmation. Subject to Closing and the Drawdown Date occurring, the Lenders and the Obligors hereby agree that on the Board has approved that such Authorized Signer may provide such notices Drawdown Date: (a) the Original Term Loan Facility Agreement is cancelled and request such Credit Extension terminated as between themselves save for any confidentiality obligations and other obligations which, by their terms, are to survive the termination of the Original Term Loan Facility Agreement (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approvalshall remain in force in accordance with their terms).; and (b) In determining compliance with any condition hereunder to Lien created in respect of the making of a Credit Extension that, by its terms, must Original Term Loan Facility Agreement shall be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, released and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent discharged by the required time on Lenders with effect from the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Drawdown Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such a Credit Extension, Borrower shall notify Agent Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific Eastern time at least five (5) Business Days prior to on the proposed Funding Date of such the Credit Extension. Such notice shall be made by electronic mail or by telephone and, together Together with any such electronic or facsimile notification, Borrower shall deliver to Agent Bank by electronic mail or facsimile a completed Disbursement Letter (and Payment/Advance Form) Form executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer or his or her designee. Agent Bank may rely on any telephone notice given by a person whom Agent Bank believes is an Authorized Signera Responsible Officer or designee. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent Bank shall credit proceeds of a Credit Extension Extensions to the Designated Deposit Account. Agent Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee.” 5 The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 4.1 (Grant of Security Interest) thereof: “ Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an Authorized Signer amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency plus, in each case, all interest, fees, and costs due or without instructions if to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Credit Extensions are necessary Obligations relating to meet Obligations which have become duesuch Letters of Credit.”

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension an Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such Credit Extensionan Advance, Borrower shall notify Agent Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time at least five (5) Business Days prior to on the proposed Funding Date of such Credit Extensionthe Advance. Such notice Bank shall be made by electronic mail credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or by telephone and, together with any such notification, Borrower shall deliver his or her designee or without instructions if the Advances are necessary to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably requestmeet Obligations which have become due. Agent Bank may rely on any telephone notice given by a person whom Agent Bank believes is a Responsible Officer or designee.” 2.5 Section 4.1 (Grant of Security). The following new paragraphs hereby are added to the end of Section 4.1 of the Loan Agreement as follows: “Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers amount equal to one hundred five percent (105%) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery Letters of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval)Credit.” (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.2.6 Section 9.1

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension Term Loan Advance set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific Eastern time on the applicable Funding Date), to obtain such Credit Extensiona Term Loan Advance, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific Eastern time at least five two (52) Business Days prior to the proposed Funding Date of such Credit Extensionthe applicable Term Loan Advance. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Loan Advance Request Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension the Term Loan Advances (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extensionthe Term Loan Advances, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent Any Lender may make Credit Extensions the Term Loan Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions Term Loan Advances are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension an Advance set forth in this Agreement (which must be satisfied no later than Agreement, to obtain an Advance, Borrower shall give the Administrative Agent written notice substantially in the form of the Payment/Advance Form by 12:00 p.m. Pacific noon New York time on the applicable Funding Date), to obtain such Credit Extension, Borrower shall notify Agent date which is (which notice shall be irrevocablea) by 12:00 p.m. Pacific time at least five three (53) Business Days prior to the proposed Funding Date of the Advance (or such Credit Extension. Such notice shall be made by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within shorter than three (3) Business Days after as may be agreed by the Administrative Agent), in the case of the initial Revolving Advance to be made on the Effective Date and the Term Advance to be made on the Second Amendment Effective Date and (b) fifteen (15) Business Days prior to the Funding Date of the Advance, in the case of all other Revolving Advances. The Payment/Advance Form shall be executed by a Responsible Officer or his or her designee, and shall specify (a) the principal amount of the proposed Advance, (b) (which, in the case of the Term Advance on the Second Amendment Effective Date, shall be the full amount of the available Total Term Commitment), (b) whether such Advance is requested to be a Revolving Advance or the Term Advance; provided that the Term Advance shall be requested on the Second Amendment Effective Date and not thereafter, (c) whether the Advance is requested to be a Reference Rate Advance or a LIBOR Rate Advance and, in the case of a LIBOR Rate Advance, the initial Interest Period with respect thereto, (cd) wire instructions for the account of Borrower into which such funds should be deposited, and (de) the proposed Funding Date, which must be a Business Day and, with respect to the Term Advance, must be the Second Amendment Effective Date. If the Payment/Advance Form requests a LIBOR Rate Advance and fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. The Secured Parties may act without liability upon the basis of written, emailed or telecopied notice believed in good faith by such Secured Party to be from Borrower (or from any Responsible Officer thereof). The Secured Parties shall be entitled to rely conclusively on any Responsible Officer’s authority to request an Advance on behalf of Borrower until the Administrative Agent receives written notice to the contrary. The Secured Parties shall have no duty to verify the authenticity of the signature appearing on any Payment/Advance Form. Each Payment/Advance Form pursuant to this Section 2.11(a) shall be irrevocable and Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Advance shall be made in a minimum amount of Five Hundred Thousand Dollars ($500,000) and shall be in an integral multiple of One Hundred Thousand Dollars ($100,000). (i) Except as otherwise provided in this Section 2.11(b), all Advances under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Commitment or the Total Term Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make an Advance requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make an Advance requested hereunder, and each Lender shall be obligated to make the Advances required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 3:00 p.m., New York City time, on the borrowing date, each Lender shall make available to the Administrative Agent to the Administrative Agent’s Account an amount in immediately available funds equal to the Term Advance or Revolving Advance to be made by such Lender. Upon receipt of all requested funds, the Administrative Agent shall also deliver to the account of Borrower specified in the Payment/Advance Form the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among Borrower, the Agents and the Lenders, Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Lenders, Revolving Advances pursuant to Section 2.1.1(a), subject to the procedures for settlement set forth in Section 2.11(c); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Advances if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Advance that one or more of the conditions precedent contained in Section 3 will not be satisfied at the time of the proposed Revolving Advance, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 3 have been satisfied. If Borrower gives a Payment/Advance Form requesting a▇▇ Revolving Advance and the Administrative Agent elects not to fund such Revolving Advance on behalf of the Revolving Lenders, then promptly after receipt of the Payment/Advance Form requesting such Revolving Advance, the Administrative Agent shall notify each Revolving Lender of the specifics of the requested Advance and that it will not fund the requested Revolving Advance on behalf of the Revolving Lenders. If the Administrative Agent notifies the Revolving Lenders that it will not fund a requested Revolving Advance on behalf of the Revolving Lenders, each Revolving Lender shall make its Pro Rata Share of the Revolving Advance available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Advance. The Administrative Agent will make the proceeds of such Revolving Advances available to Borrower on the day of the proposed Revolving Advance by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Advances received by the Administrative Agent in the Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Lenders to be deposited in an account designated by Borrower. (iii) If the Administrative Agent has notified the Lenders that the Administrative Agent, on behalf of the Revolving Lenders, will not fund a particular Revolving Advance pursuant to Section 2.11(b)(ii), the Administrative Agent may assume that each such Revolving Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to Borrower on such day. If the Administrative Agent makes such corresponding amount available to Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the rate per annum applicable Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to Borrower shall, for all purposes hereof, be a▇▇ Revolving Advance made by the Administrative Agent for its own account. Upon any such Credit Extensionfailure by a Revolving Lender to pay the Administrative Agent, on demand, from Borrowerthe Administrative Agent shall promptly thereafter notify Borrower of such failure and Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account. (civ) Nothing in this Section 2.11(b) shall be deemed to relieve any Revolving Lender from its obligations to fulfill its Revolving Commitment hereunder or to prejudice any rights that the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder. (i) With respect to all periods for which the Administrative Agent has funded Revolving Advances pursuant to Section 2.11(b), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall credit proceeds notify each Revolving Lender of a Credit Extension the unpaid principal amount of the Revolving Advances outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Advances outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Advances made on the date of such Revolving Lender’s initial funding), each Revolving Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Revolving Lender not later than 12:00 noon (New York City time) on such day) make available to the Designated Deposit AccountAdministrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against Borrower for repayment, each Revolving Lender shall promptly remit to the Administrative Agent or, as the case may make Credit Extensions be, the Administrative Agent shall promptly remit to each Revolving Lender, sufficient funds to adjust the interests of the Revolving Lenders in the then outstanding Revolving Advances to such an extent that, after giving effect to such adjustment, each such Revolving Lender’s interest in the then outstanding Revolving Advances will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Lender under this Agreement based Section 2.11(c) shall be absolute and unconditional. Each Revolving Lender shall only be entitled to receive interest on instructions from an Authorized Signer or without instructions if its Pro Rata Share of the Credit Extensions are necessary to meet Obligations Revolving Advances which have become duebeen funded by such Revolving Lender. (ii) In the event that any Revolving Lender fails to make any payment required to be made by it pursuant to Section 2.11(c)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to Borrower shall, for all purposes hereof, be a▇▇ Revolving Advance made by the Administrative Agent for its own account. Upon any such failure by a Revolving Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify Borrower of such failure and Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account. Nothing in this Section 2.11(c)(ii) shall be deemed to relieve any Revolving Lender from its obligation to fulfill its Revolving Commitment hereunder or to prejudice any rights that the Administrative Agent or Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension the Term Loans set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such Credit Extensionthe Term Loans, Borrower Borrowers shall notify the Administrative Agent (which notice shall be irrevocableirrevocable on and after the date on which such notice is given and Borrowers shall be bound to make a borrowing in accordance therewith) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific noon Eastern time at least five two (52) Business Days prior to the proposed Funding Date of Effective Date. Together with any such Credit Extension. Such notice electronic or facsimile notification, Borrowers shall be made deliver to the Administrative Agent by electronic mail or by telephone and, together with any such notification, Borrower shall deliver to Agent by electronic mail facsimile a completed Disbursement Letter (and Payment/Advance Form) Form for the requested Term Loans executed by an Authorized Signer and such other reports and information as Agent may reasonably requesta Responsible Officer of each applicable Borrower, or his or her designee. The Administrative Agent may rely on any telephone notice given by a person whom who the Administrative Agent believes is an Authorized Signera Responsible Officer or designee. Borrower will indemnify Each Lender shall make the amount of its Pro Rata Share of the Term Loans available to Administrative Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that not later than 2:00 p.m. (Eastern time) on the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied Effective Date by wire transfer of same day funds in Dollars, at the Principal Office designated by the prior delivery Administrative Agent. Except as provided herein, upon satisfaction or waiver of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder the conditions precedent to the making of a Credit Extension thatTerm Loans specified herein, by its termsupon receipt from all Lenders of the entire principal amount of the Term Loans, must be fulfilled the Administrative Agent shall make the proceeds of such Term Loans that it receives from the Lenders available to the satisfaction requesting Borrower(s) on the Effective Date by causing an amount of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice same day funds in Dollars equal to the contrary proceeds of all such Term Loans received by Administrative Agent from such Lender prior Lenders to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not be made available to the requesting Borrower(s) by wire transfer of immediately available funds in Dollars to such account as may be designated in writing to the Administrative Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrowerrequesting Borrower(s). (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

Procedures for Borrowing. (a) Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement (which must be satisfied no later than 12:00 p.m. Pacific time on the applicable Funding Date)Agreement, to obtain such each Credit Extension, Borrower shall notify Agent (which notice shall be irrevocable) by 12:00 p.m. Pacific time at least five (5) Business Days prior to the proposed Funding Date of such Credit Extension. Such notice Extension shall be made by electronic mail or by telephone andupon Borrower’s irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, together with any such notification, Borrower shall deliver to Agent by electronic mail a completed Disbursement Letter (and Payment/Advance Form) executed by an Authorized Signer and such other reports and information as Agent may reasonably request. Agent may rely on any telephone notice given by a person whom Agent believes is an Authorized Signer. Responsible Officer of Borrower will indemnify Agent for any loss Agent suffers due to such belief or reliance. Agent shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request such Credit Extension (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions his or a secretary’s certificate that certifies as to such Board approval). (b) In determining compliance with any condition hereunder to the making of a Credit Extension that, by its terms, must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Unless Agent shall have been notified in writing by any Lender prior to the date of any Credit Extension, that such Lender will not make the amount that would constitute its share of such borrowing available to Agent, Agent may assume that such Lender is making such amount available to Agent, and Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to Agent by the required time on the Funding Date therefor, such Lender shall pay to Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate or (ii) a rate determined by Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to Agent. If such Lender’s share of such Credit Extension is not made available to Agent by such Lender within three (3) Business Days after such Funding Date, Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Credit Extension, on demand, from Borrower. (c) Agent shall credit proceeds of a Credit Extension to the Designated Deposit Account. Agent may make Credit Extensions under this Agreement based on instructions from an Authorized Signer her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank reasonably believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing must be received by Bank prior to 12:00 p.m. Pacific time, (i) at least three (3) Business Days prior to the requested Funding Date, in the case of LIBOR Credit Extensions, and (ii) on the requested Funding Date, in the case of Prime Rate Credit Extensions, specifying: (1) the amount of the Credit Extension; (2) the requested Funding Date; (3) whether the requested Credit Extension shall be an Advance or Term Loan Advance; (4) if the requested Credit Extension is a Term Loan Advance, the Specified Amortization Number; (5) whether the Credit Extension is to be comprised of LIBOR Credit Extensions or Prime Rate Credit Extensions; and (6) the duration of the Interest Period applicable to any such LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Credit Extension comprised of LIBOR Credit Extensions, such Interest Period shall be thirty (30) days. (b) The proceeds of all such Credit Extensions will then be made available to Borrower on the Funding Date by Bank by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Credit Extensions shall be deemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in the Designated Deposit Account.