Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. (a) Each Borrowing shall be made upon the irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company in the form of a Notice of Borrowing, which notice must be received by Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate Loans; and (D) the duration of the Interest Period applicable to the Loans included in such notice which are Offshore Rate Loans. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans ----------------------- shall be made upon the Borrowers' Designee's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than (i) prior to 9:00 a.m. (San FranciscoFrancisco time) four Business Days prior to the requested Borrowing Date, California in the case of Offshore Currency Loans; (ii) prior to 9:00 a.m. (San Francisco time: (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate LoansLoans denominated in Dollars; and and (iiiii) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the identity of the applicable Borrower; (B) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofa Minimum Amount; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) whether the Type of Loans comprising the Borrowing; (E) in the case of a Borrowing is to be comprised of Offshore Rate Loans or Base Rate Currency Loans, the Applicable Currency; and (DF) if applicable, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice, subject to the provisions of the definition of "Interest Period" herein. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) . Upon receipt of the any Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneof Revolving Loans, respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Pro Rata Share of the Borrowing (expressed in the Applicable Currency of the Borrowing). (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Holdings' irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 9:00 a.m. (San Francisco time) at least three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans, except in the case of Swingline Loans, in which case such notice must be received by 9:00 a.m. (San Francisco time) on the requested Borrowing Date; and and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount a Minimum Amount, and whether such Borrowing shall be of $10,000,000 Term Loans or any integral multiple of $5,000,000 in excess thereofRevolving Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Div) if applicable, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice, subject to the provisions of the definition of "Interest Period" herein. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of ; provided, however, that with respect to the Borrowing to be made on the Effective Date, the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative shall be delivered to the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. (San Francisco, California time on Francisco time) one Business Day before the Effective Date and such Borrowing Datewill consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first 60 days following the Effective Date shall have the same Interest Period and shall be Base Rate Loans or will then be remitted by Administrative Agent to such other financial institution or institutions Offshore Rate Loans for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeInterest Periods no longer than one month.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: ) (ix) three Business Days prior to the requested Borrowing Date for Offshore Date, in the case of Eurodollar Rate Loans; and and (iiy) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 500,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Div) the duration of the Interest Period applicable to the any Eurodollar Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Eurodollar Rate Loans, such Interest Period shall be one monththree months. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank Lender will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of Company the Borrower at the Administrative Agent's Payment Office by 10:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to Company the Borrower by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered provided to the Administrative Agent by the Borrower of like funds as received by the Administrative Agent. To the extent that Loans made by Banks mature on . (d) After giving effect to any Borrowing DateBorrowing, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 prior to 10:00 a.m. (San Francisco, California Francisco time:) (i) three Business Days prior to the requested Borrowing Date for Offshore Date, in the case of LIBOR Rate Loans; and , and (ii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be be, in the case of LIBOR Rate Loans, in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) if such Borrowing is comprised of LIBOR Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBOR Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, provided to the extent thereofAgent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, to unless the repayment of such maturing LoansAgent shall otherwise consent, such Loans and repayments intended to there may not be a contemporaneous exchangemore than ten (10) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: ) (ix) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (iiy) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 3,000,000 or any integral multiple of $5,000,000 500,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Div) the duration of the Interest Period applicable to the any Offshore Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one monththree months. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank Lender will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of Company the Borrower at the Administrative Agent's Payment Office by 10:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Borrower in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to Company the Borrower by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered provided to the Administrative Agent by the Borrower of like funds as received by the Administrative Agent. To the extent that Loans made by Banks mature on . (d) After giving effect to any Borrowing DateBorrowing, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing Loan shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by a telephone call or facsimile transmission, respectivelycall) of Company delivered to the Bank in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative Agent not later than the Bank prior to (i) 9:00 a.m. (San Francisco, California time: (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) 11:00 a.m. San Francisco, California time on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A1) the The amount of the BorrowingLoan, which which: (A) For Loans under the Revolving Credit shall be in an aggregate a minimum principal amount of $10,000,000 3,000,000 or any integral whole multiple of $5,000,000 1,000,000 in excess thereof;thereof for Offshore Rate Loans and $1,000,000 or any whole multiple of $250,000 in excess thereof for Base Rate Loans; and (B) For Loans under the Term Credit shall be in a minimum amount of $1,000,000 for Offshore Rate Loans and $250,000 for Base Rate Loans; (2) The requested Borrowing Date, which shall be a Business Day; ; (C3) whether the Borrowing Whether each Loan is to be comprised of an Offshore Rate Loans Loan or a Base Rate LoansLoan; and and (D4) the The duration of the Interest Period applicable to the Offshore Rate Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one monththree months. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such the Loans will then be made available to the Company by Administrative Agent at Administrative Agent's Payment Office the Bank by crediting Company's concentration the account #12335-02255 of the Company on the books of the Bank of America (with such proceeds or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered provided to Administrative Agent. To the extent that Loans made Bank by Banks mature on the Company. (c) After disbursement of any Borrowing DateLoan, each unless the Bank shall apply the proceeds of any Loans made on such Borrowing Dateotherwise consent, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than ten different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 prior to 8:30 a.m. (San Francisco, California Francisco time: ) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate LoansLoans denominated in Dollars; and and (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loans; andcomprising the Borrowing; (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon -------------- receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Pro Rata Share of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 10:00 a.m. (San Francisco time) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 9:00 A.M. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) with respect to Offshore Rate Loans; the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one (1) month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; and in like funds as received by the Agent or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, provided to the extent thereofAgent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, to unless the repayment of such maturing LoansAgent shall otherwise consent, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in accordance with Section 11.02 in the form of a Notice of Borrowing, Borrowing which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California time: (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and 9:00 a.m. (iiSan Francisco, California time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 1,000,000 or any integral multiple of $5,000,000 100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate Loans; and; (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one monththree months; provided that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 9:00 a.m. (San Francisco, California time) on the Closing Date or three Business Days before the Closing Date if the Borrowing is to consist of Base Rate or Offshore Rate Loans, respectively. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration an account #12335-02255 on specified by the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not later be more than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time 10 different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to (i) 9:00 a.m. (San Francisco, California Francisco time: (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and or (ii) 8:30 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 2,000,000 or any integral multiple of $5,000,000 500,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Type of Loans comprising the Borrowing is to and whether such Borrowing shall be comprised of Offshore Rate Loans W/C Revolving Loans, Acquisition Revolving Loans, or Base Rate Loansboth; and (Div) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of comprising Offshore Rate Loans, such Interest Period shall be one month. Promptly upon receipt of any such Notice of Borrowing, the Agent shall notify the Banks of the contents of such Notice of Borrowing. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) The the Company in funds immediately available to the Agent. Except as provided in the next sentence, the proceeds of all such Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. and in like funds as received by the Agent by 1:00 p.m. (San Francisco, California time Francisco time) on such the Borrowing Date; . The proceeds of Acquisition Revolving Loans may, at the election of the Agent or will then of the Majority Banks, be remitted made available to the Company by Administrative Agent wire transfer pursuant to such other financial institution or institutions for escrow arrangements as the account or accounts Agent shall determine acceptable to confirm the satisfaction of the conditions precedent to such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended in like funds as received by the Agent. (c) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.

Procedure for Borrowing. (ai) Each Borrowing shall be made upon the irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by a telephone call or facsimile transmission, respectivelycall) of Company the Companies in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: ) (ix) three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Dateborrowing date, in the case of Base Offshore Rate Loans; (y) two Business Days prior to the requested borrowing date, in the case of CD Rate Loans, and (z) on the requested borrowing date, in the case of Reference Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B) the requested Borrowing Dateborrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Offshore Rate Loans, CD Rate Loans or Base Reference Rate Loans; and; (D) the duration of the Interest Period applicable to the Loans included in such notice which are CD Rate Loans or Offshore Rate Loans. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of CD Rate Loans or Offshore Rate Loans, such Interest Period shall be 90 days or three months, respectively; provided, however, that with respect to any Borrowing to be made on the Effective Date, the Notice of Borrowing shall be delivered to the Agent no later than 10:00 a.m. San Francisco, California time, one monthBusiness Day before the Effective Date for Base Rate Loans, two Business Days before the Effective Date for CD Rate Loans, and three Business Days before the Effective Date for Offshore Rate Loans. (b) Upon receipt of the Notice of Borrowing (or telephonic notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephonein lieu thereof pursuant to Section 2.15), respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative the Agent, in funds immediately available funds to the Agent, for the account of Company the Companies at Administrative the Agent's Payment Office by (i) 11:00 a.m. San Francisco, California time on the borrowing date requested by the Companies if the Borrowing requested is to consist solely of Reference Rate Loans, or (ii) 10:00 a.m. San Francisco, California time on the Borrowing Date borrowing date requested by Company. (ii) the Companies if the Borrowing requested includes Offshore Rate Loans or CD Rate Loans. The proceeds of all such Loans will then be made available to Company the Companies by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's the LS&CO. concentration account #12335-02255 0225 on the books of Bank of America BofA (or such other account with Bank of America BofA as Company the Companies may hereafter designate in a written notice to Administrative the Agent) with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. San Francisco, California time on such borrowing date if the proposed Borrowing Date; consist of CD Rate Loans or will then be remitted by Administrative Agent to such other financial institution or institutions for Offshore Rate Loans, and not later than 12:00 noon San Francisco, California time on the account or accounts borrowing date if the proposed Borrowing consists of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative AgentReference Rate Loans. To the extent that Loans made by Banks mature on any Borrowing Dateborrowing date, each Bank shall apply the proceeds of any Loans made on such Borrowing Dateborrowing date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Company's or a Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: ) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and (ii) on three Business Days prior to the requested Borrowing Date, in the case of CD Rate Loans, and (iii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 3,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of CD Rate Loans or Offshore Rate Loans, such Interest Period shall be 90 days or three months, respectively. provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 9:00 a.m. (San Francisco time) one monthBusiness Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) three prior to 8:30 a.m. (San Francisco time) two Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 8:30 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral 500,000 and a multiple of $5,000,000 100,000 provided, that if the amount of the unused Commitments or the availability under the Borrowing Base is less than $500,000, then the Company may borrow such amount in excess thereofBase Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day;, (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Commitment Percentage share of the Borrowingthat Borrowing based upon such Lender's Percentage. (ic) Each Bank Lender will make the amount of its Commitment Percentage share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the Administrative Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.such

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall ----------------------- be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 10:00 a.m. (San Francisco time) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 9:00 A.M. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) with respect to Offshore Rate Loans; the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one (1) month; provided, however, that with respect to the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; and in like funds as received by the Agent or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, provided to the extent thereofAgent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, to unless the repayment of such maturing LoansAgent shall otherwise consent, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) three prior to 8:30 a.m. (San Francisco time) two Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 8:30 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral 500,000 and a multiple of $5,000,000 100,000 provided, that if the amount of the unused Commitments or the availability under the Borrowing Base is less than $500,000, then the Company may borrow such amount in excess thereofBase Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day;, (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Commitment Percentage share of the Borrowingthat Borrowing based upon such Lender's Percentage. (ic) Each Bank Lender will make the amount of its Commitment Percentage share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the Administrative Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then such (d) After giving effect to any Borrowing, there may not be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate more than six different Interest Periods in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Company’s irrevocable written notice delivered to the Administrative Agent, which may be given by (including A) telephone or (B) a Notice of Borrowing ( that any telephonic notice via facsimile transmission or telephone call must be confirmed immediately by telephone call or facsimile transmission, respectively) of Company in delivery to the form Administrative Agent of a Notice of Borrowing, ) and which notice must be received by the Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 1:00 p.m. (New York City time) three Business Days prior to the requested Borrowing Date for Offshore date, in the case of Term SOFR Loans, (ii); prior to 1:00 p.m. (New York City time) four Business Days prior to the requested Borrowing date, in the case of Eurocurrency Rate Loans; and , and (iiiii) prior to 1:00 p.m. (New York City time) on the requested Borrowing Datedate, in the case of Base Rate Loans, specifyingspecifying in each case: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount Dollar Amount of Five Million Dollars ($10,000,000 5,000,000) or any integral multiple of One Million Dollars ($5,000,000 1,000,000) (or, if such Borrowing is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) in excess thereofthereof for each Type of Loan; (B) the currency and the aggregate amount (in such currency) of such Borrowing; (C) the requested Borrowing Datedate, which shall be a Business Day; (CD) whether the Borrowing is to be comprised of Offshore Eurocurrency Rate Loans, Base Rate Loans or Base Rate Term SOFR Loans; and (DE) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Eurocurrency Rate Loans or Term SOFR Loans, such Interest Period shall be one month. (b) Upon receipt of ; that if the Company fails to specify a currency in a Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) Administrative Agent will promptly notify each Bank thereof and of then the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date Loans so requested by Company. (ii) The proceeds of all such Loans will then shall be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing DateDollars; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.,

Procedure for Borrowing. (a) Each Borrowing (including any Borrowing on the Closing Date) shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than prior to 9:00 a.m. (San FranciscoFrancisco time), California time: (i) three Business Days prior to the requested Borrowing Date for Offshore Rate Date, in the case of Eurodollar Loans; and and (ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereofthereof (and the respective portions, if any, thereof comprised of Revolving Loans or Term Out Loans); (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the any Eurodollar Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the Administrative Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from provided to the Administrative Agent by the Company delivered to of like funds as received by the Administrative Agent. To the extent that Loans made by Banks mature on . (d) After giving effect to any Borrowing DateBorrowing, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than ten (10) different Interest Periods in effect.

Procedure for Borrowing. (a) 2.3.1 Each Borrowing shall be made and each Letter of Credit shall be issued upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call by facsimile, confirmed immediately by telephone call or facsimile transmission, respectivelytelephone) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 prior to 11:00 a.m. San Francisco, California time: Francisco time (i) three four (4) Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base LIBOR Loans, (ii) one (1) Business Day prior to the requested Borrowing Date, in the case of Reference Rate Loans, or (iii) five (5) Business Days prior to the requested issuance date of a Letter of Credit) specifying: (Aa) the amount of the BorrowingBorrowing or the Letter of Credit, which for any Borrowing shall be in an aggregate minimum principal amount of $10,000,000 2,500,000 or any integral multiple of $5,000,000 100,000 in excess thereof, and for any Letter of Credit may be any amount; provided, however, that the aggregate minimum amount of LIBOR -------- Loans in respect of any Borrowing shall be $5,000,000.00 or any multiple of $100,000.00 in excess thereof; (Bb) the requested Borrowing DateDate or Letter of Credit issuance date, which shall be a Business Day; (Cc) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Dd) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate LIBOR Loans, such Interest Period shall be one (1) month. (b) Upon receipt of ; provided, however, that with -------- ------- respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 11:00 a.m. San Francisco time one (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone1) Business Day before the Closing Date, respectivelyand such Borrowing will consist of Reference Rate Loans only. Notwithstanding the foregoing provisions of this Section 2.3.1, any amount drawn ------------- under a Letter of Credit shall, from and after the date on which such drawing is made, constitute a Borrowing for all purposes under this Agreement (including accrual and payment of interest and repayment of principal) other than disbursement of Loan proceeds under this Section 2.3.1. ------------- 2.3.2 The Administrative Agent will promptly notify each Bank thereof (a) on the day of its receipt of any Notice of Borrowing, in the case of a request for a Borrowing consisting of Reference Rate Loans, and (b) within one (1) Business Day after its receipt of any Notice of Borrowing, in the case of a request for a Borrowing consisting of LIBOR Loans, of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (i) 2.3.3 Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of Company the Borrower at the Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.a.

Procedure for Borrowing. The Company may borrow under the Commitments during the Drawdown Period on any Business Day, provided that the Company shall deliver to the Administrative Agent a Borrowing Certificate (a) Each which certificate to be effective on the requested Borrowing shall be made upon the irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company in the form of a Notice of Borrowing, which notice Date must be received by the Administrative Agent not later than (a) prior to 9:00 a.m. A.M., San Francisco, California time: (i) , three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and Date, if all or any part of the requested Loans are to be initially Eurodollar Loans and (iib) prior to 9:00 A.M., San Francisco, California time, on the requested Borrowing Date, in the case of Base Rate Loansotherwise), specifying: specifying (Ai) the amount of the Borrowingto be borrowed, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing borrowing is to be comprised of Offshore Rate Eurodollar Loans, ABR Loans or Base Rate a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans; and (D) , the duration aggregate amount of such Eurodollar Loans and the amounts of each such Eurodollar Loan and the respective length of the initial Interest Period applicable therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the Loans included in such notice which are Offshore Rate Loans. If the Notice case of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such Interest Period shall be one month. lesser amount) and (by) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of a Borrowing Certificate, the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) thereof. Each Bank will make the amount of its Commitment Percentage pro rata share of the Borrowing each borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the applicable office of the Administrative Agent's Payment Office Agent specified in subsection 9.2 or such other office specified by 10:00 a.m. the Administrative Agent from time to time prior to 11:00 A.M., San Francisco, California time in the case of ABR Loans and 9:00 A.M., San Francisco, California time in the case of Eurodollar Loans, on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans the Company in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company by the Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) office with the aggregate of the amounts made available to the Administrative Agent by the Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted and in like funds as received by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the ----------------------- Borrower's delivery to Agent of an irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately the "Loan ---- Request"), executed by telephone call or facsimile transmission, respectively) an authorized officer of Company in the form of a Notice of BorrowingBorrower, which notice Loan Request ------- must be received by Administrative Agent not no later than 9:00 a.m. 1:00 p.m. (San FranciscoFrancisco time), California timethree (3) Business Days prior to a requested Borrowing of a LIBOR Loan, or one (1) Business Day prior to a requested Borrowing of a Base Rate Loan, and which Loan Request shall: (i) three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) specify the amount of the Borrowing, which shall not be in an aggregate minimum principal amount of less than one million dollars ($10,000,000 or any integral multiple of $5,000,000 in excess thereof1,000,000), nor more than the Excess Availability; (Bii) certify that the amount of the Borrowing requested is not more than the amount of the Excess Availability, as determined by reference to the last Borrowing Base Certificate delivered to, and approved by, Agent as described in paragraph (c) below; (iii) specify the Interest Period selected by Borrower for the Borrowing requested; (iv) specify whether the Revolving Loan requested by Borrower shall be a LIBOR Loan or a Base Rate Loan; (v) specify the requested Borrowing Funding Date, which shall be a Business DayDay not less than three (3) Business Days after the delivery of a Loan Request for a LIBOR Loan, or not less than one (1) Business Day after the delivery of a Loan Request for a Base Rate Loan; Loan and Security Agreement (vi) certify that, as of the date of the Loan Request, all conditions precedent to the Borrowing set forth in Article 10 hereof have been ---------- met or waived in writing, and no Default or Event of Default has occurred and is continuing; (Cvii) whether certify that, as of the Borrowing is to be comprised date of Offshore Rate Loans the Loan Request, no material adverse change has occurred in the business prospects, financial condition, or Base Rate Loansresults of operations of Borrower since the date of the last Financial Statements delivered by Borrower; and (Dviii) the duration certify that, as of the Interest Period applicable to the Loans included in such notice which are Offshore Rate Loans. If the Notice of Borrowing shall fail to specify the duration date of the Interest Period for any Borrowing comprised Loan Request, each of Offshore Rate Loans, the representations and warranties of Borrower contained in each of the Loan Documents is true and correct in all respects as if made on and as of the date of such Interest Period Loan Request. Any Loan Request delivered after 1:00 p.m (San Francisco time) on a Business Day shall be one deemed to be received on the next Business Day. Borrower may submit up to six (6) Loan Requests in any calendar month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account addition to any Letter of Company at Administrative Agent's Payment Office Credit Requests submitted by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative AgentBorrower under Section 2.7 hereof. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.-----------

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be ----------------------- made upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. San Francisco, California Francisco time:) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) on the Business Day which is the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. provided, however, that with respect to the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of Company the Borrower at Administrative the Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.Payment

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Borrowers' Agent's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in accordance with Section 9.01 in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: ) (i) five Business Days prior to the requested Borrowing date, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Datedate, in the case of Base CD Rate Loans and Eurocurrency Loans denominated in Dollars; and (iii) one Business Day prior to the requested Borrowing date, in the case of ABR Loans, specifyingspecifying in each case: (A1) the identity of the Borrower; (2) the amount of the BorrowingBorrowing (in the case of a Borrowing in an Offshore Currency, expressed in Dollars), which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; ; (B3) the requested Borrowing Datedate, which shall be a Business Day; ; (C4) whether the Borrowing is to be comprised of Offshore Eurocurrency Loans, CD Rate Loans or Base Rate ABR Loans; and (D5) in the case of a Borrowing comprised of Offshore Currency Loans, the currency thereof; and (6) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore CD Rate Loans or Eurocurrency Loans, such Interest Period shall be one month90 days or three months, respectively. The Equivalent Amount of any Borrowing in an Offshore Currency requested in Dollars as provided above will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Applicable Percentage of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will consist of the approximate amount of each Bank's Applicable Percentage of the Borrowing, and the Agent will, upon the determination of the Equivalent Amount of the Dollar amount of the Borrowing as specified in the Notice of Borrowing (determined on the Computation Date as provided in subsection 2.05(a)), promptly notify each Bank of the exact amount of such Bank's Applicable Percentage of the Borrowing. (ic) Each Bank will make the amount of its Commitment Applicable Percentage of the Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of Company the applicable Borrower at Administrative the Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date date requested by Company. the Borrowers' Agent in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Revolving Loans in Dollars, by 11:00 a.m. (San Francisco time), and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Agent may specify. The proceeds of all such Revolving Loans will then be made available to Company the applicable Borrower by Administrative the Agent at Administrative Agent's Payment Office by wire transfer or by crediting Company's concentration the account #12335-02255 of the applicable Borrower on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. San Franciscoand in like funds as received by the Agent, California time unless on such the date of the Borrowing Date; all or will any portion of the proceeds thereof shall then be remitted by Administrative Agent required to be applied to the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 2.12, in which case such other financial institution proceeds or institutions for portion thereof shall be applied to the account or accounts reimbursement of such designees as Company Letter of Credit drawings. (d) After giving effect to any Borrowing, there shall designate from time to time not be more than six different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 prior to 8:30 a.m. (San Francisco, California Francisco time:) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate LoansLoans denominated in Dollars; and and (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loans; andcomprising the Borrowing; (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Pro Rata Share of the Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of Company the Borrower, at the Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. the Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 11:00 a.m. (San Francisco time), (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. The proceeds of all such Loans will then be made available to Company the Borrower by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered provided to the Administrative Agent by the Borrower of like funds as received by the Administrative Agent. To ; provided that the extent that Loans made by Administrative Agent shall disburse such funds as it has received from the Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereofBorrower (x) in the case of Loans denominated in Dollars, to no later then 1:00 p.m. (San Francisco time) and (y) in the repayment case of such maturing Offshore Currency Loans, such no later than two hours after the funding deadline specified by the Administrative Agent under clause (ii) above. (d) After giving effect to any Borrowing, there may not be more than eight different Interest Periods in effect in respect of all Committed Loans and repayments intended to be a contemporaneous exchangetogether then outstanding.

Procedure for Borrowing. (a) Each Borrowing of Term Loans by WSS and each borrowing of Revolving Loans by any Borrower (other than a Borrowing pursuant to subsection 3.03(d)) shall be made upon the requesting Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in accordance with Section 11.02 in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 prior to 11:00 a.m. (San Francisco, California Francisco time: ) (i) three (3) Business Days prior to the requested Borrowing Date for date, in the case of Offshore Rate Loans; and and (ii) on the requested Borrowing Datedate, in the case of Base Rate Loans), specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofnot less than the Required Minimum; (B) the requested Borrowing Datedate, which shall be a Business Day; (C) whether the Borrowing is of Revolving Loans or Term Loans; (D) whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate Loans; and; (DE) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three (3) months. PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (San Francisco time) one monthBusiness Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. The Agent's notice to each Bank shall be given no later than (i) 1:00 p.m. (San Francisco time) on the same day as the Agent's receipt of such notice in the case of Offshore Rate Loans, and (ii) 12:00 noon (San Francisco time) on the same day as the Agent's receipt of such notice in the case of Base Rate Loans. (ic) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of Company the requesting Borrower at Administrative the Agent's Payment Office by 10:00 a.m. 1:00 p.m. (San Francisco, California time Francisco time) on the Borrowing Date date requested by Company. (ii) in the Notice of Borrowing in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to Company the requesting Borrower by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the requesting Borrower on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) the Agent with the aggregate of the amounts made available to Administrative the Agent by the Banks and in like funds as received by the Agent. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Borrowers may not later elect to have a Loan be made as, or converted into or continued as, an Offshore Rate Loan. (e) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there shall not be more than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time twelve (12) different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the irrevocable written Company's notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 prior to 11:00 a.m. (San Francisco, California Francisco time:) (i) three Business Days prior to the requested Borrowing Date for Offshore Date, in the case of Eurodollar Rate Loans; and and (ii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate LoansLoans (provided that if a Notice of Borrowing is given in respect of Base Rate Loans in Dollars by 9:00 a.m. San Francisco time on any Business Day, such Loans shall be made on the same day), specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or comprising the Borrowing; (D) other than in the case of Base Rate Loans, the duration of the requested Interest Period; and (DE) the duration name of the Interest Period applicable Subsidiary Co-Borrower, if any, with respect to the Loans included in such notice which are Offshore Rate LoansBorrowing. If the Each such Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one monthirrevocable. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Pro Rata Share of the Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. the Company in immediately available funds by 11:00 a.m. (ii) San Francisco time). The proceeds of all such Loans will then be made available to the Company or the Subsidiary Co-Borrower, as the case may be, by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335of the Company (or the Subsidiary Co-02255 Borrower, as the case may be) on the books of Bank of America (with, or such other account by wire transfer in accordance with Bank written instructions provided to the Agent by the Company at the time of America as Company may hereafter designate in a written notice to Administrative Agent) with giving the relevant Notice of Borrowing of, the aggregate of the amounts made available to Administrative the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent and Majority Banks shall otherwise consent, there may not later be more than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time 7 different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing of Syndicated Loans shall be made upon the Company's irrevocable written notice (including which notice via facsimile transmission or telephone call may be delivered telephonically and confirmed immediately by telephone call or facsimile transmission, respectivelyin writing on the same day) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 10:00 a.m. (San Francisco time) at least three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Syndicated Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 3,000,000 or any integral multiple of $5,000,000 500,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Syndicated Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Syndicated Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any and if the Borrowing comprised of comprises Offshore Rate Loans, such Interest Period shall be one monththree months; provided, however, that the Borrowing to be made on the Closing Date may comprise Offshore Rate Loans only if this Agreement has been fully executed before the giving of such notice or the Notice of Borrowing is accompanied by an indemnity letter signed by the Company and acceptable to the Agent and the Banks. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Syndicated Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. San Franciscoand in like funds as received by the Agent, California time unless on such the date of the Borrowing Date; all or will any portion of the proceeds thereof shall then be remitted by Administrative Agent required to such other financial institution or institutions for be applied to the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds repayment of any outstanding Swingline Loans made on pursuant to Section 2.10 or the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such Borrowing Date, to the extent thereof, proceeds or portion thereof shall be applied to the repayment of such maturing LoansSwingline Loans or the reimbursement of such Letter of Credit drawings, such as the case may be. (d) Unless the Required Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Syndicated Loan be made as, or converted into or continued as, an Offshore Rate Loan. (e) After giving effect to any Borrowing, there may not be more than five different Interest Periods in effect with respect to all Syndicated Loans and repayments intended to be a contemporaneous exchangetogether then outstanding.

Procedure for Borrowing. (a1) Each Borrowing shall be made upon the Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Lender in the form of a notice of borrowing ("Notice of Borrowing") substantially in the form of EXHIBIT C, which notice must be received by Administrative Agent not later than 9:00 a.m. San Franciscothe Lender prior to (i) 12:00 noon (Pasadena, California time: (i) three Business Days prior to the requested Borrowing Date for Offshore Funding Date, in the case of LIBOR Rate Loans; and Loans and (ii) 11:00 a.m. (Pasadena, California time) on the requested Borrowing Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount the case of a LIBOR Rate Loan must equal or exceed $1,000,000 (and increments of $10,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereofof such amount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the Borrowing is Revolving Loans requested are to be comprised of Offshore Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate LoansRevolving Loan); and (D) the duration of the Interest Period applicable for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month); provided, however, that with respect to the Loans included in such notice which are Offshore Rate Loans. If Borrowing to be made on the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate LoansClosing Date, such Interest Period shall be one monthBorrowings will consist of Base Rate Revolving Loans only. (b2) Upon receipt In lieu of the delivering a Notice of Borrowing (or Borrowing, the Borrower may give the Lender telephonic notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage request for advances to the Designated Account on or before the deadline set forth above. The Lender at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of the Borrowingwhether any written confirmation is received. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii3) The proceeds Borrower shall have no right to request a LIBOR Rate Loan while a Default or Event of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans Default has occurred and repayments intended to be a contemporaneous exchangeis continuing.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Holdings’ irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 9:00 a.m. (San Francisco time) at least three (3) Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans, except in the case of Swingline Loans, in which case such notice must be received by 9:00 a.m. (San Francisco time) on the requested Borrowing Date; and and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount a Minimum Amount, and whether such Borrowing shall be of $10,000,000 Term B Loans or any integral multiple of $5,000,000 in excess thereofRevolving Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Div) if applicable, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice, subject to the provisions of the definition of “Interest Period” herein. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; provided, however, that with respect to the Borrowing to be made on the Effective Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 11:00 a.m. (San Francisco time) one (1) Business Day before the Effective Date and such Borrowing will consist of Base Rate Loans only. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Lender’s Proportionate Share of the that Borrowing. (ic) Each Bank Lender will make the amount of its Commitment Percentage Proportionate Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of Company Holdings at the Administrative Agent's ’s Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) Holdings in funds immediately available to the Administrative Agent. The proceeds of all each such Loans Borrowing will then be made available to Company Holdings by the Administrative Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of Holdings on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) ▇▇▇▇▇ Fargo with the aggregate of the amounts made available to the Administrative Agent by Banks not later than 11:00 a.m. San Franciscothe Lenders and in like funds as received by the Administrative Agent, California time on such Borrowing Date; or will then be remitted if requested by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time Holdings, by wire transfer in accordance with written instructions from Company delivered provided to the Administrative Agent by Holdings of such funds as received by the Administrative Agent. To , unless on the extent that Loans made by Banks mature on date of the Borrowing all or any Borrowing Date, each Bank shall apply portion of the proceeds of any Loans made on such Borrowing Date, thereof shall then be required to the extent thereof, be applied to the repayment of such maturing any outstanding Loans, in which case such Loans and repayments intended proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be a contemporaneous exchangemore than eight different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Bank in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative Agent not later than 9:00 a.m. San Francisco, California time: the Bank (i) three prior to 7:30 a.m. (San Francisco time) two Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 9:00 a.m. (San Francisco time) on the same Business Day as the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A1) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 1,000,000 or any integral multiple of $5,000,000 100,000 in excess thereof; (B2) the requested Borrowing Date, which shall be a Business Day; (C3) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D4) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; provided that, with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Bank not later than 11:00 a.m. (San Francisco time) at least one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; provided further that if so requested by the Bank, all Borrowings during the first 30 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each The Bank will make the amount proceeds of its Commitment Percentage of the Borrowing each Credit Extension available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative AgentBank's Payment Office by crediting Company's concentration the account #12335-02255 of the Company on the books of the Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with or, if requested by the aggregate of the amounts made available to Administrative Agent Company, by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered provided to Administrative Agent. To the extent that Loans made Bank by Banks mature on the Company, less customary fees of the Bank for such wire transfer. (c) After giving effect to any Borrowing DateBorrowing, each unless the Bank shall apply the proceeds of any Loans made on such Borrowing Dateotherwise consent, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than prior to 9:00 a.m. (San Francisco, California time: ) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: : (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 2,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; ; (B) the requested Borrowing Date, which shall be a Business Day; ; (C) whether the Borrowing is to be comprised Interest Rate Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one monththree months. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the Administrative Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from provided to the Administrative Agent by the Company delivered to of like funds as received by the Administrative Agent. To the extent that Loans made by Banks mature on . (d) After giving effect to any Borrowing DateBorrowing, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than seven (7) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the any Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: ) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A1) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B2) the requested Borrowing Date, which shall be a Business Day; (C3) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D4) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. provided that, with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 11:00 a.m. (San Francisco time) at least one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; and provided further that if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than (i) prior to 9:00 a.m. (San Francisco, California Francisco time: (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and , and (ii) either (A) prior to 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date, or (B) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: : (AI) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; ; (BII) the requested Borrowing Date, which shall be a Business Day; ; (CIII) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and and (DIV) the duration of the requested Interest Period applicable to the Loans included in such notice which are Offshore Rate Loans(one week or one month), if applicable. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative week. The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ib) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office payment office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to Administrative the Agent by the Banks not later than 11:00 a.m. San Franciscoin like funds as received by the Agent or, California time on such Borrowing Date; or will then be remitted if requested by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time Company, by wire transfer in accordance with written instructions from provided to the Agent by the Company delivered to Administrative of like funds as received by the Agent. To After giving effect to any Borrowing, unless the extent that Loans made by Banks mature on any Borrowing DateAgent shall otherwise consent, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than four different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans or Term Loans shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, which notice must be received by the Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 8:30 a.m. (San Francisco time) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 8:30 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral 500,000 and, as to Revolving Loans, a multiple of $5,000,000 100,000 provided, that if the amount of any unused Commitment is less than $500,000, then the Company may borrow such amount in excess thereofBase Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Commitment share of that Borrowing based upon such Lender's Revolving Percentage, Term A Percentage, Term B Percentage, Term C Percentage of or Term D Percentage as the Borrowingcase may be. (ic) Each Bank Lender will make the amount of its Commitment Percentage share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the Administrative Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to the Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted the Lenders and in like funds as received by the Administrative Agent or as otherwise set forth in the Notice of Borrowing. (d) After giving effect to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time any Borrowing, there may not be more than twenty different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing of a Facility A Domestic Loan or Facility B Loan shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: )) in the case of Facility A Domestic Loans and Facility B Loans (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying. Each Borrowing of a Facility A Canadian Loan shall be made upon the Company's and Medis' irrevocable written notice delivered to the Agent and the Canadian Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Canadian Administrative Agent and the Agent prior to 11:00 a.m. (Toronto time)) (i) one Business Day prior to the requested Borrowing Date in the case of Canadian Prime Rate Loans and (ii) three Business Days prior to the requested Borrowing Date in the case of Offshore Rate Loans. Each Notice of Borrowing shall specify: (A) the amount of the Borrowing, which shall be be, in the case of a Facility A Domestic Loan or Facility B Loan, in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof, and, in the case of Facility A Canadian Loans, in an aggregate minimum amount of Cdn.$5,000,000 or any multiple of Cdn.$1,000,000 in excess thereof; (B) the identity of the Borrower and the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing Loan is to be comprised a Facility A Domestic Loan or Facility A Canadian Loan or Facility B Loan and the Type of Offshore Rate Loans or Base Rate Loans; andcomprising the Borrowing; (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Datethree months; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.and

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans and Term Loans shall be made upon the Holdings’ irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 9:00 a.m. (San Francisco time) at least three (3) Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount a Minimum Amount, and whether such Borrowing shall be of $10,000,000 Term A Loans, Term B Loans or any integral multiple of $5,000,000 in excess thereofRevolving Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Div) if applicable, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice, subject to the provisions of the definition of “Interest Period” herein. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; provided, however, that with respect to the Borrowing to be made on the Effective Date and on any Subsequent Effective Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 11:00 a.m. (San Francisco time) one (1) Business Day before the Effective Date or Subsequent Effective Date, as the case may be. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) The Administrative Agent will promptly notify each Bank thereof Revolving Lender, Term A Lender or Term B Lender, as applicable, of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Lender’s Proportionate Share of the that Borrowing. (ic) Each Bank Lender will make the amount of its Commitment Percentage Proportionate Share of the each Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of Company Holdings at the Administrative Agent's ’s Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) Holdings in funds immediately available to the Administrative Agent. The proceeds of all each such Loans Borrowing will then be made available to Company Holdings by the Administrative Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of Holdings on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) W▇▇▇▇ Fargo with the aggregate of the amounts made available to the Administrative Agent by Banks not later than 11:00 a.m. San Franciscothe Lenders and in like funds as received by the Administrative Agent, California time on such Borrowing Date; or will then be remitted if requested by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time Holdings, by wire transfer in accordance with written instructions from Company delivered provided to the Administrative Agent by Holdings of such funds as received by the Administrative Agent. To , unless on the extent that Loans made by Banks mature on date of the Borrowing all or any Borrowing Date, each Bank shall apply portion of the proceeds of any Loans made on such Borrowing Date, thereof shall then be required to the extent thereof, be applied to the repayment of such maturing any outstanding Loans, in which case such Loans and repayments intended proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be a contemporaneous exchangemore than eight different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California time: ) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: : (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 2,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; ; (B) the requested Borrowing Date, which shall be a Business Day; ; (C) whether the Borrowing is to be comprised Interest Rate Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one monththree months. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, provided to the extent thereofAgent by the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, to the repayment of such maturing Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than seven (7) different Interest Periods in effect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Borrower's irrevocable written (except as set forth herein) telephonic notice (including notice via facsimile transmission or telephone call in each case confirmed immediately by telephone call or facsimile transmission, respectively) of Company in the form delivery of a Notice of Borrowing, which notice must be Request for Loan) received by Administrative the Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: ) (i) three Business four Banking Days prior to the requested Borrowing Date for date, in the case of Offshore Rate LoansCurrency Advances; and (ii) on three Banking Days prior to the requested Borrowing Datedate, in the case of LIBOR Rate Loans denominated in Dollars; and (iii) one Banking Day prior to the requested Borrowing date, in the case of Base Rate Loans, specifying: : (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereof; not less than the Minimum Tranche; (B) the requested Borrowing Datedate, which shall be a Business Banking Day; ; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate LoansAdvances comprising the Borrowing; and (D) the duration of the Interest LIBOR Period applicable to the Loans such Advances included in such notice which are Offshore Rate Loans. If notice; if the Notice of Borrowing shall fail Request for Loan fails to specify the duration of the Interest LIBOR Period for any Borrowing comprised of Offshore LIBOR Rate Loans, such Interest LIBOR Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Advances, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing as of the Computation Date therefor determined in accordance with the definition thereof. Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneRequest for Loan, respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage pro rata share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Advances, such notice will provide the amount of each Bank's pro rata share of the Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Request for Loan, promptly notify each Bank of the exact Dollar Equivalent of such Bank's pro rata share of the Borrowing. (ic) In the case of a proposed Borrowing comprised of Offshore Currency Advances, the Banks shall be under no obligation to make such Offshore Currency Advances if the Agent has received notice from any of the Banks by 12:00 noon (San Francisco time) four Banking Days prior to the day of such Borrowing that such Bank cannot provide Loans in the requested Offshore Currency. The Agent shall promptly notify the Banks and Borrower of such notice. Borrower may withdraw such Request for Loan by notifying the Agent not later than 8:00 a.m. (San Francisco time) one Banking Day prior to the requested date of such Borrowing. If Borrower does not so withdraw such Request for Loan, such Request for Loan shall be deemed to be requesting a Borrowing in Dollars comprised of Base Rate Loans in an amount equal to the Dollar Equivalent amount of the Borrowing originally requested in such Request for Loan. (d) Each Bank will make the amount of its Commitment Percentage pro rata share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of Company Borrower at Administrative the Agent's Payment Office on the Borrowing date requested by Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Advances in Dollars, by 10:00 a.m. (San Francisco, California time on the Borrowing Date requested by Company. Francisco time) and (ii) in the case of a Borrowing comprised of Offshore Currency Advances, by such time as the Agent may reasonably specify, but in no event later than 11:00 a.m. (San Francisco time) on the date of Borrowing. The proceeds of all such Loans Advances will then be made available to Company Borrower by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 on of (e) If any Bank shall not have made its full amount available to the books of Bank of America (or Agent and the Agent in such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts circumstances has made available to Administrative Borrower such amount, that Bank shall within one Banking Day following the Borrowing date make such amount available to the Agent, together with interest at the Federal Funds Rate for each day during such period. A certificate of the Agent submitted to any Bank with respect to amounts owing under this Section 2.9 shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the Borrowing date for all purposes of this Agreement. If such amount is not made available to the Agent within one Banking Day following the Borrowing date, the Agent shall notify Borrower of such failure to fund and, upon demand by Banks not later than 11:00 a.m. San Franciscothe Agent, California time on Borrower shall pay such Borrowing Date; or will then be remitted by Administrative amount to the Agent to such other financial institution or institutions for the account or accounts Agent's account, together with interest thereon for each day elapsed since the date of such designees as Company shall designate from Borrowing, at a rate per annum equal to the interest rate applicable at the time to time the Advances comprising such Borrowing. (f) After giving effect to any Borrowing, there may not be more than 10 different LIBOR Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the a Borrower's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than 9:00 prior to 8:30 a.m. (San Francisco, California Francisco time: ) (i) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate LoansLoans denominated in Dollars; and and (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loans; andcomprising the Borrowing; (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing for Offshore Rate Loans and an appropriate indemnification letter shall be delivered to the Administrative Agent not later than 8:30 a.m. (San Francisco time) four Business Days before the Closing Date. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon receipt of the Notice -------------- of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Pro Rata Share of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the Holdings' irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: (i) prior to 9:00 a.m. (San Francisco time) at least three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount a Minimum Amount, and whether such Borrowing shall be of $10,000,000 Term Loans or any integral multiple of $5,000,000 in excess thereofRevolving Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (Div) if applicable, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice, subject to the provisions of the definition of "Interest Period" herein. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of ; PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative shall be delivered to the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 10:00 a.m. (San Francisco, California time on Francisco time) one Business Day before the Closing Date and such Borrowing Datewill consist of Base Rate Loans only; and FURTHER PROVIDED that if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or will then be remitted by Administrative Agent to such other financial institution or institutions Offshore Rate Loans for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeInterest Periods no longer than one month.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a Notice of Borrowing, Borrowing which notice must be received by Administrative the Agent not later than 9:00 a.m. San Francisco, California time: prior to (i) 10:00 a.m. (San Francisco time) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate Loans; and and (ii) 9:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 2,000,000 in the case of Offshore Rate Loans and $1,000,000 in the case of Base Rate Loans or any integral multiple of $5,000,000 100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loans. If notice; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall fail be delivered to specify the duration Agent not later than 9:00 a.m. (San Francisco time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period for any Borrowing comprised of and shall be Offshore Rate Loans for Interest Periods of one month or, at the Company's option, Base Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative The Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Commitment Percentage Pro Rata Share of the that Borrowing. (ic) Each Bank Lender will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of the Company at Administrative the Agent's Payment Office by 10:00 11:00 a.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) the Company in funds immediately available to the Agent. The proceeds of all such Loans will then be made available to the Company by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to Administrative the Agent by Banks the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not later be more than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time eight different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon the irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of the Company delivered to the Agent in the form of a Notice of Borrowing, which notice must be received by Administrative Agent not later than 9:00 a.m. San Francisco, California time:Borrowing (which (i) five Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing Date for Date, in the case of Offshore Rate LoansLoans denominated in Dollars; and and (iiiii) 8:00 a.m. (San Francisco time) on the requested such Borrowing Date, in the case of Base Rate Loans, specifying: (A) the identity of the Borrower for the Borrowing; (B) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereofnot less than the Minimum Tranche; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) whether the Borrowing is to be comprised Type of Loans comprising the Borrowing; (E) in the case of Offshore Rate Loans or Base Rate Loans; and (D) , the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate LoansPeriod, such Interest Period shall be one month; (F) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; and (G) the account into which the proceeds of the Borrowing are to be deposited. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) Administrative the Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate Dollar Equivalent amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (ic) Each Bank will make the amount of its Commitment Percentage Pro Rata Share of the each Borrowing available to Administrative Agent, in immediately available funds the Agent for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time the respective Borrower on the Borrowing Date requested by Company. the Company in Same Day Funds and in the Applicable Currency (i) in the case of a Borrowing comprised of Loans in Dollars, at the Agent's Payment Office by 11:00 a.m. (San Francisco time), (ii) in the case of a Borrowing comprised of Offshore Currency Loans, at such place of payment and by such time as the Agent may specify. The proceeds of all such Loans will then be made available to Company the respective Borrower by Administrative the Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 on of such Borrower specified in the books Notice of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) Borrowing with the aggregate of the amounts made available to Administrative the Agent by the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, there may not later be more than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time fifteen (15) different Interest Periods in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangeeffect.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a“Notice of Borrowing”) of such requested Advance, which in the case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be made upon the irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company in the form of a Notice of Borrowing, which notice must Exhibit “A” attached hereto and shall be received by Administrative Agent not later than 9:00 a.m. San Francisco11:00am. Los Angeles, California time: , (i) one Business Day prior to the Borrowing Date in the case of the Base Rate Loan, or (ii) three Business Days prior to the requested any proposed Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base Rate LIBOR Loans, specifying: . Each Notice of Borrowing shall specify (Ai) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereof; Borrowing Date (B) the requested Borrowing Date, which shall be a Business Day; ), (Cii) whether the Borrowing principal amount to be borrowed, (iii) the portion of the Advance constituting Base Rate Loans and/or LIBOR Loans and (iv) if any portion of the proposed Advance is to be comprised of Offshore Rate Loans or Base Rate constitute LIBOR Loans; and (D) , the duration of the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable to the Loans included in such notice which are Offshore Rate Loansthereto. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Notice of Borrowing Lenders have received at least one (or 1) day’s notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage Advance prior to funding of a Base Rate Loan, or at least three (3) days’ notice of each Advance prior to funding in the Borrowing. (i) Each Bank will make the amount case of a LIBOR Loan, each Lender shall provide Agent at its Commitment Percentage of office at 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Los Angeles, California 90071, not later than 1:00 p.m., Los Angeles, California time, on the Borrowing available to Administrative AgentDate, in immediately available funds for funds, its pro rata share of the account requested Advance, but the aggregate of Company at Administrative Agent's Payment Office all such fundings by 10:00 a.m. San Franciscoeach Lender shall never exceed such Lender’s Commitment. Not later than 2:00 p.m., Los Angeles, California time time, on the Borrowing Date Date, Agent shall make available to the Borrower at the same office, in like funds, the aggregate amount of such requested Advance if Borrower has fulfilled all conditions set forth in Section 11 hereof. Neither Agent nor any Lender shall incur any liability to the Borrower in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by Company. (ii) The proceeds a duly authorized officer or other person authorized to borrow on behalf of all Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and such Loans will then be funds being made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time Borrower in accordance with written instructions from Company delivered this Agreement, pursuant to Administrative Agent. To any such Notice, the extent that Loans made by Banks mature on any Borrowing Date, each Bank Borrower shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchangehave effected Advances hereunder.

Procedure for Borrowing. (ai) Each Borrowing shall be made upon the Borrower’s irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Agent in the form of a notice of borrowing in the form of Exhibit B (“Notice of Borrowing”) together with a Borrowing Base Certificate reflecting sufficient Availability, (which notice must be received by Administrative the Agent not later than 9:00 prior to 11:00 a.m. San Francisco(Pasadena, California time: ) (iA) three Business Days prior to the requested Borrowing Date for Offshore Funding Date, in the case of LIBOR Rate Loans; and Loans and (iiB) no later than 11:00 a.m. (Pasadena, California time) on the requested Borrowing Funding Date, in the case of Base Rate Loans, specifying: (A1) the applicable Borrower; (2) the amount of the Borrowing, which which, in the case of LIBOR Rate Loans, shall be in an aggregate minimum principal amount of $10,000,000 5,000,000 or any integral multiple of $5,000,000 1,000,000 in excess thereof; (B3) the requested Borrowing Funding Date, which shall be a Business Day; (C4) whether the Borrowing is Revolving Loans requested are to be comprised of Offshore Base Rate Loans or Base LIBOR Rate Loans; and (D5) the duration of the Interest Period applicable if the requested Revolving Loans are to the Loans included in such notice which are Offshore be LIBOR Rate Loans. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBOR Rate Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone; provided, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of however, that with respect to the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available , if any, to Administrative Agent, in immediately available funds for the account of Company at Administrative Agent's Payment Office by 10:00 a.m. San Francisco, California time be made on the Loan Availability Date, such Borrowing Date requested by Companywill consist of Base Rate Loans only. (ii) The proceeds With respect to any request for Base Rate Loans, in lieu of all delivering the above-described Notice of Borrowing the Borrower may give the Agent telephonic notice of such Loans will then request by the required time, with such telephonic notice to be made available confirmed in writing within 24 hours of the giving of such notice, but the Agent shall be entitled to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 rely on the books of Bank of America telephonic notice in making such Revolving Loans. (or such other account with Bank of America as Company may hereafter designate in a written notice iii) After giving effect to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing LIBOR Rate Loans, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five different Interest Periods in effect hereunder.

Procedure for Borrowing. (a) Each Borrowing of the Term Loans or the Revolving Loans shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Administrative Agent in accordance with Section 11.2 in the form of a Notice of Borrowing, Borrowing (which notice must be received by the Administrative Agent not later than prior to 9:00 a.m. (San Francisco, California Francisco time: )) (i) three Business Days prior to the requested Borrowing Date for Offshore date, in the case of Eurodollar Rate Loans; and and (ii) on the requested Borrowing Datedate, in the case of Base Rate Loans, specifying: (A) that the Borrowing comprises the Term Loans or Revolving Loans; (B) in the case of a Borrowing comprising Revolving Loans, the amount of the Borrowing, which shall be in an aggregate minimum principal amount of five million Dollars ($10,000,000 or 5,000,000) except in the case of Eurodollar Rate Loans with a proposed Interest Period of one week, in which case the aggregate minimum principal amount shall be twenty million Dollars ($20,000,000) or, in either case, any integral multiple of five hundred thousand Dollars ($5,000,000 500,000) in excess thereof; (BC) the requested Borrowing Datedate, which shall be a Business Day; (CD) whether the Borrowing is to be comprised of Offshore comprise Eurodollar Rate Loans or Base Rate Loans; and; (DE) the duration of the Interest Period applicable to the Loans included Borrowing described in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore comprising Eurodollar Rate Loans, such Interest Period shall be one month90 days or three months, respectively; and (F) with respect to any Borrowing of Revolving Loans after the date the Company gives the notice regarding allocation of such Revolving Loans pursuant to Section 2.16, whether the Borrowing shall be allocated to the Revolving Facility Tranche or the Capital Expenditure Tranche. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephoneBorrowing, respectively) the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Revolving Credit Commitment Percentage or Term Credit Commitment Percentage, or both of them, as the case may be, of that Borrowing. (ic) Each Bank will make the amount of its Revolving Credit Commitment Percentage or Term Credit Commitment Percentage, or both of them, as the case may be, of the Borrowing available to the Administrative Agent, in immediately available funds Agent for the account of the Company at the Administrative Agent's Payment Office by 10:00 a.m. 12:00 noon (San Francisco, California time Francisco time) on the Borrowing Date date requested by Company. (ii) the Company in funds immediately available to the Administrative Agent. The proceeds of all such Loans will then be made available to the Company by the Administrative Agent at Administrative Agent's Payment Office such office by crediting Company's concentration the account #12335-02255 of the Company on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) BofA with the aggregate of the amounts made available to the Administrative Agent by the Banks not later than 11:00 a.m. San Franciscoand in like funds as received by the Administrative Agent, California time unless on such the date of the Borrowing Date; all or will any portion of the proceeds thereof shall then be remitted by Administrative Agent required to such other financial institution or institutions for be applied to the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds repayment of any outstanding Swingline Loans made on pursuant to Section 2.10 or the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such Borrowing Date, to the extent thereof, proceeds or portion thereof shall be applied to the repayment of such maturing LoansSwingline Loans or the reimbursement of such Letter of Credit drawings, such Loans and repayments intended to be a contemporaneous exchangeas the case may be.

Procedure for Borrowing. (a) Each Borrowing shall be made upon the ----------------------- Borrower's delivery to Agent of an irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately the "Loan ---- Request"), executed by telephone call or facsimile transmission, respectively) an authorized officer of Company in the form of a Notice of BorrowingBorrower, which notice Loan Request ------- must be received by Administrative Agent not no later than 9:00 a.m. 1:00 p.m. (San FranciscoFrancisco time), California timethree (3) Business Days prior to a requested Borrowing of a LIBOR Loan, or one (1) Business Day prior to a requested Borrowing of a Base Rate Loan, and which Loan Request shall: (i) three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and (ii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) specify the amount of the Borrowing, which shall not be in an aggregate minimum principal amount of less than one million dollars ($10,000,000 or any integral multiple of $5,000,000 in excess thereof1,000,000), nor more than the Excess Availability; (Bii) certify that the amount of the Borrowing requested is not more than the amount of the Excess Availability, as determined by reference to the last Borrowing Base Certificate delivered to, and approved by, Agent as described in paragraph (c) below; (iii) specify the Interest Period selected by Borrower for the Borrowing requested; (iv) specify whether the Revolving Loan requested by Borrower shall be a LIBOR Loan or a Base Rate Loan; (v) specify the requested Borrowing Funding Date, which shall be a Business DayDay not less than three (3) Business Days after the delivery of a Loan Request for a LIBOR Loan, or not less than one (1) Business Day after the delivery of a Loan Request for a Base Rate Loan; (Cvi) whether certify that, as of the date of the Loan Request, all conditions precedent to the Borrowing set forth in Article 10 hereof have been ---------- met or waived in writing, and no Default or Event of Default has occurred and is to be comprised continuing; (vii) certify that, as of Offshore Rate Loans the date of the Loan Request, no material adverse change has occurred in the business prospects, financial condition, or Base Rate Loansresults of operations of Borrower since the date of the last Financial Statements delivered by Borrower; and (Dviii) the duration certify that, as of the Interest Period applicable to the Loans included in such notice which are Offshore Rate Loans. If the Notice of Borrowing shall fail to specify the duration date of the Interest Period for any Borrowing comprised Loan Request, each of Offshore Rate Loans, the representations and warranties of Borrower contained in each of the Loan Documents is true and correct in all respects as if made on and as of the date of such Interest Period Loan Request. Any Loan Request delivered after 1:00 p.m (San Francisco time) on a Business Day shall be one deemed to be received on the next Business Day. Borrower may submit up to six (6) Loan Requests in any calendar month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each Bank will make the amount of its Commitment Percentage of the Borrowing available to Administrative Agent, in immediately available funds for the account addition to any Letter of Company at Administrative Agent's Payment Office Credit Requests submitted by 10:00 a.m. San Francisco, California time on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time in accordance with written instructions from Company delivered to Administrative AgentBorrower under Section 2.7 hereof. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange.-----------

Procedure for Borrowing. (a) Each Borrowing shall be made upon the Company's irrevocable written notice (including notice via facsimile transmission or telephone call confirmed immediately by telephone call or facsimile transmission, respectively) of Company delivered to the Bank in the form of a Notice of Borrowing, Borrowing (which notice must be received by Administrative Agent not later than 9:00 a.m. the Bank prior to noon (San Francisco, California Francisco time: ) (i) three Business Days prior to the requested Borrowing Date for Offshore Rate Date, in the case of LIBOR Loans; and and (ii) on the requested Borrowing Date, in the case of Base Prime Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $10,000,000 500,000, in the case of LIBOR Loans, or $100,000, in the case of Prime Rate Loans (provided that, if there shall have been a partial assignment to an Assignee pursuant to Section 10.08, the minimum principal amount for any Prime Rate Loan shall be $500,000) or any integral multiple of $5,000,000 100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Borrowing is to be comprised Type of Offshore Rate Loans or Base Rate Loanscomprising the Borrowing; and (D) with respect to LIBOR Loans, the duration of the Interest Period applicable to the such Loans included in such notice which are Offshore Rate Loansnotice. If the Notice of Borrowing shall fail fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate LIBOR Loans, such Interest Period shall be one month. (b) Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (i) Each three months. . The Bank will make the amount of its Commitment Percentage of the each Borrowing available to Administrative Agent, in immediately available funds for the account of Company at Administrative Agentthe Bank's Payment Office by 10:00 a.m. 2:00 p.m. (San Francisco, California time Francisco time) on the Borrowing Date requested by Company. (ii) The proceeds of all such Loans will then be made available to the Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration the account #12335-02255 of the Company on the books of the Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with or, if requested by the aggregate of the amounts made available to Administrative Agent Company, by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the account or accounts of such designees as Company shall designate from time to time wire transfer in accordance with written instructions from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, provided to the extent thereofBank by the Company, less customary fees for such wire transfer. Unless the Bank otherwise consents, after giving effect to the repayment of such maturing Loansany Borrowing, such Loans and repayments intended to there may not be a contemporaneous exchangemore than five (5) different Interest Periods in effect.