(a)  (1) Within 45 days after the end of each fiscal quarter ending March 31, June 30, September 30, and December 31 or (2) by the date that the applicable quarterly reporting is filed with the Securities and Exchange Commission, Borrower shall deliver to Bank a Borrowing Base Certificate calculated as of the last day of the applicable fiscal quarter and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with (i) detailed aged listings by invoice date of accounts receivable and accounts payable and (ii) a Churn report; provided, however, that if Borrower has any outstanding Credit Extensions, all quarterly reporting requirements set forth in this Section 6.2(a) shall instead be delivered to Bank on a monthly basis, within 45 days after the last day of each calendar month. (c) Section 6.2(i)(b) of the Loan Agreement is hereby amended and restated in its entirety, as follows: (b)  (1) Within 45 days after the end of each fiscal quarter ending March 31, June 30, September 30, and December 31 or (2) by the date that the applicable quarterly reporting is filed with the Securities and Exchange Commission, Borrower shall deliver to Bank with the applicable financial statements a Compliance Certificate certified as of the last day of the applicable quarter and signed by a Responsible Officer in substantially the form of Exhibit E hereto; provided, however, that if Borrower has any outstanding Credit Extensions, all quarterly reporting requirements set forth in this Section 6.2(b) shall instead be delivered to Bank on a monthly basis, within 45 days after the last day of each calendar month. (d) Section 6.6 of the Loan Agreement is hereby amended and restated in its entirety, as follows: 6.6 Primary Depository.  Borrower shall maintain at least (a) $75,000,000 or (b) an amount equal to 50% of all of Borrower’s cash deposits with any bank, whichever amount is less, in deposit accounts with Bank or Bank’s affiliates. 3. Representations and Warranties . Borrower hereby represents and warrants to Bank, which representations and warranties shall survive the execution and delivery hereof, that: (a) this Amendment is the legally valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and (b) except as otherwise set forth below, each of the representations and warranties contained in the Loan Agreement, as well as all other representations and warranties contained in the other Loan Documents, are true and correct in all respects to the extent required under the Loan Agreement. 4. Successors and Assigns . This Amendment shall be binding upon Borrower and Bank’s successors and assigns and shall inure to the benefit of Borrower and Bank's successors and assigns. No other person or entity shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment. Borrower 2