Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 500,000 and multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis San Francisco time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Working Capital Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and multiples of $500,000 10,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or at least one Business Day in advance of 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis Chicago time) on the proposed Funding Date. Revolving The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected borrowed Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing as being true and correct on any applicable Funding Date is no longer not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving BorrowingBorrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to effect pay the amounts payable pursuant to Section 2.6D as a conversion or continuation in accordance therewithresult of the failure to make such borrowing.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) and Term Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount; PROVIDED that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $500,000 25,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 1:30 P.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 3:00 P.M. (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans that such Loans shall be Base Rate Loans, (iv) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans and Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing the L/C Issuer for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($5,000,000 and multiples of $1,000,000 in excess of 500,000); provided that amount. Swing Line Term Loans or Revolving Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($1,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($500,000 100,000) in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one (1) Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall be in writing and specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or within one Business Day and before the applicable Funding Date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. On each occasion occurring prior to the date ten (10) Business Days prior to the Delayed-Draw Term Loan Commitment Termination Date (and at least 30 days after the immediately preceding date of a Delayed-Draw Term Loan borrowing, if any) that either (x) the aggregate principal amount of Revolving Loans made on any Funding Date equals or exceeds $20,000,000 (other than Swing Line Loansor the remaining amount of the Delayed-Draw Term Loan Committed Amount, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iiif less) or Revolving Loans made pursuant (y) the Borrower delivers to subsection 3.3B) shall be in the Administrative Agent a Delayed-Draw Term Loan Borrowing Request for a Delayed-Draw Term Loan of at least $10,000,000 (or an aggregate minimum amount of $5,000,000 and multiples integral multiple of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date thereof), the Borrower shall be deemed to have requested a Delayed-Draw Term Loan borrowing (which request shall be irrevocable) to refinance such Revolving Loans (A) in an aggregate minimum principal amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make equal to the Revolving Loans it shall deliver outstanding on the date such borrowing request is deemed to have been made, (B) to be funded on the date ten (10) Business Days thereafter (or such later date as the Fronting Bank and the Administrative Agent may agree with the Borrower in order to minimize the incurrence of costs by the Borrower pursuant to Section 3.12(a) in connection with such borrowing) and (C) unless the Borrower shall specify otherwise in a duly executed Notice of Revolving Borrowing no written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis Charlotte, North Carolina time) at least three on the third Business Days in advance Day prior to the date of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case applicable borrowing, to consist of a Base Rate Loan. The Administrative Agent shall give notice (a "Delayed-Draw Term Loan Funding Notice") to the Fronting Bank and each affected Lender promptly upon the occurrence of any request or deemed request for a Delayed-Draw Term Loan pursuant to this Section 2.3(b)(i). Whenever Company desires that Swing Line Lender make a Swing Line , specifying the aggregate principal amount of such Delayed-Draw Term Loan, it whether such Delayed-Draw Term Loan shall deliver to Administrative Agent a duly executed Notice be comprised of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Loans, Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuationcombination thereof, as and if Eurodollar Loans are requested, the case may be, hereunder. Company shall notify Administrative Agent prior to Interest Period(s) therefor and the funding portion of any Revolving Loans in the event that any of the matters to such Delayed-Draw Term Loan which Company each such Lender is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewithpurchase.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be (i) if denominated in U.S. Dollars, in an aggregate minimum amount of $2,000,000 and multiples of $250,000 in excess of that amount or (ii) if denominated in an Approved Foreign Currency, in an aggregate minimum amount equal to the Approved Foreign Currency equivalent of $2,000,000 and multiples of approximately $250,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it Loans, Borrower shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day Loan denominated in advance of U.S. Dollars), on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice or at least four Business Days in advance of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding DateDate (in the case of a Eurodollar Rate Loan denominated in an Approved Foreign Currency). Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Daily Funding Lender and/or Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.1C, 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on Borrower shall be permitted to request a Loan pursuant to this Section 2.1.2 only four times during any Funding Date (other than Swing Line 30 day period. Whenever Borrower desires that the Lenders make Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative the Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (with respect to a LIBOR Rate Loan or, in the case of a Eurodollar Rate Loan) or at least Loan bearing interest with reference to the Base Rate, one Business Day in advance of the proposed Funding Date. Each Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested (which in the case of a Libor Rate Loans shall be in an aggregate minimum amount of $1,000,000), (iii) whether such Loans shall be Base Rate Loan). Whenever Company desires Loans or LIBOR Rate Loans, (iv) if such Loans are LIBOR Rate Loans, the initial Interest Period applicable thereto, (v) that Swing Line Lender make a Swing Line Loan, it not more than three other Funding Dates shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on have occurred within the 30 days next preceding the proposed Funding Date, and (vi) that the amount of the proposed Loans will not cause the sum of: (a) aggregate principal amount of the outstanding Loans (after giving effect to such proposed Loans) plus (b) the Letter of Credit Usage to exceed the Available Amount then in effect. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrower may give Administrative the Agent telephonic notice by the required time of any proposed borrowing Loan under this subsection 2.1BSection 2.1.2; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative the Agent on or before the applicable Funding Date. Neither Administrative the Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by an a duly Authorized Officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1.2, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative the Agent (who shall notify the Lenders) prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.11.2 and 2.6G2.11.3, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans (including any such Loans made as Eurodollar Rate Loans or CDOR Rate Loans with a particular Interest Period) made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to subsection Section 2.1A(ii) or for the purpose of repaying any Refunded Swing Line Loans and Revolving Loans made pursuant to subsection 3.3BSection 3.3B for the purpose of reimbursing the applicable Issuing Bank for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 the Borrowing Minimum and integral multiples of $1,000,000 the Borrowing Multiple in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount100,000 or C$100,000, as the case may be. Whenever Company desires that Lenders make Revolving Loans it The Borrowers shall deliver to the Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 p.m. (Minneapolis New York time) ), at least one Business Day in advance of the proposed Funding Date; provided that, in the case of any such Loan requested as a Fixed Rate Loan, the Borrowers shall deliver such Notice of Borrowing no later than 12:00 p.m. (New York time), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan)Date. Whenever Company desires the Borrowers desire that the Swing Line Lender make a Swing Line Loan, it they shall deliver to the Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 p.m. (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether such Loans are to be U.S. Loans or Canadian Loans, (iii) the amount and Type of Loans requested, (iv) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans or Canadian Prime Rate Loans, as the case may be, (v) in the case of any Revolving Loans, other than Swing Line Loans, whether such Revolving Loans shall be Base Rate Loans, Eurodollar Rate Loans, CDOR Rate Loans or Canadian Prime Rate Loans, (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans or CDOR Rate Loans, the initial Interest Period requested, and (vii) remittance instructions applicable for the Loans requested. Revolving Loans may be continued as or converted into Base Rate Loans, Eurodollar Rate Loans, CDOR Rate Loans and Eurodollar or Canadian Prime Rate Loans in the manner provided in subsection Section 2.2D. In lieu of delivering a Notice the above-described Notices of Revolving Borrowing, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection Section 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company the Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company notice, the Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, Notice of Conversion/Continuation or similar notice believed by the Administrative Agent to be genuine. The Administrative Agent may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrowers shall notify the Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is the Borrowers are required to certify in the applicable Notice of Revolving Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company the Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by Companythe Borrowers, as of the applicable Funding Date, as to the matters to which Company is the Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections Sections 2.6B, 2.6C 2.6C, 2.6D and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate any Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $500,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 a.m. (Minneapolis New York City time) (x) in the case of the initial funding, at least one Business Day in advance of the proposed Funding Date and (y) in the case of all other fundings, at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent (or Swing Line Lender in the case of Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line Lender) shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent (or Swing Line Lender, as applicable) believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent (or, in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 __________ and multiples of $500,000 __________ in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 a.m. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. 2.2(d). In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B2.1(b); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B 2.1(b) or under subsection 2.2D2.2(d), and upon funding of Loans by Lenders▇▇▇▇▇▇▇, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D2.2(d), in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B2.6(b), 2.6C 2.6(c) and 2.6G2.6(g), a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Base Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $500,000 100,000 in excess of that such amount. Whenever Company SOFR Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount. (ii) On any day when any Borrower desires that Lenders make a Revolving Loans it Advance, such Borrower, through Borrowing Agent, shall deliver to Administrative give Agent a duly executed Notice written or telephonic notice of Revolving Borrowing no later than 1:00 P.M. the proposed borrowing by 2:00 p.m. (Minneapolis New York City time) at least on the Funding Date of a Base Rate Loan or three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate SOFR Loan) or at least one Business Day in advance of , which notice shall specify the proposed Funding Date (in which shall be a Business Day), the case amount of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line LoanLoan requested, it whether such borrowing shall deliver to Administrative Agent a duly executed Notice consist of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in or SOFR Loans, and, for SOFR Loans, the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the Interest Period applicable Funding Datethereto. Neither Administrative Agent nor any Lender shall incur any liability to Company in any Borrower for acting upon any telephonic notice referred to above that Administrative or a Notice of Borrowing which Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B Section 2.1(c). Neither Agent nor any Lender will be required to make any advance pursuant to any telephonic or under subsection 2.2Dwritten notice or a Notice of Borrowing, and upon funding of Loans by Lenders, and upon conversion or continuation unless all of the applicable basis terms and conditions set forth in Section 3 have been satisfied and Agent has received the most recent Compliance Certificate and all other documents required under Section 5 and the Reporting Rider by 2:00 p.m. (New York City time) on the date of such funding request. (iii) Each Revolving Advance shall be deposited by wire transfer in immediately available funds in such account as Borrowing Agent may from time to time designate to Agent in writing. Borrowers’ failure to pay when due any amount required to be paid under this Agreement or any of the other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrowers for determining a Revolving Advance, which shall be a Base Rate Loan, on the interest rate with respect due date of, and in the amount required to pay (as set forth on Agent’s books and records), such principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunderother amounts. Company Agent shall notify Administrative Agent prior to the Borrowers in writing promptly following the funding of any such Revolving Loans Advance described in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewithimmediately preceding sentence.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 500,000 and multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and multiples of $500,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis San Francisco time) at least three Eurodollar Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis San Francisco time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DCompany, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $1,000,000 100,000 in excess of that amount; provided that Loans made as Eurodollar Rate Loans shall be in an aggregate minimum amount of $2,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 a.m. (Minneapolis San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 noon (Minneapolis San Francisco time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Responsible Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, if Administrative Agent receives a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Eurodollar Rate Loans. If Administrative Agent does not receive a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Base Rate Loans that may not be converted into a Eurodollar Rate Loan until the earlier of the fifteenth day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Except for Revolving Loans made on the Closing Date, Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 150,000 and integral multiples of $1,000,000 50,000 in excess of that amount. Swing Line ; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Any Swing Line Loan made on any Funding Date shall be in a minimum amount of $100,000 and integral multiples of $50,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver a Notice of Borrowing to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver a Notice of Borrowing to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefore, and (vi) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Datedate such notice was given. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Revolving Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans Advances made on any Funding Date shall be in an aggregate minimum amount of Five Million Dollars ($1,000,000 and multiples of $500,000 in excess of that amount5,000,000.00). Whenever Company Borrower desires that Lenders make Revolving Loans Advances, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date Date. Each Notice of Borrowing shall specify (in the case of a Eurodollar Rate Loani) or at least one Business Day in advance of the proposed Funding Date (in which shall be a Business Day), (ii) the case amount of a Base Rate Loan). Whenever Company desires the Advances requested, (iii) the account to which the Advances shall be wired, and (iv) that Swing Line Lender make a Swing Line Loan, it no other Funding Date shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on have occurred within the 30 days immediately preceding the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing Advances under this subsection 2.1BSection 2.1.2; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1.2, and upon funding of Loans Advances by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, Advances hereunder. Company Borrower shall notify Administrative Agent (who shall notify Lenders) prior to the funding of any Revolving Loans Advances in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans Advances shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent on behalf of Company a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Tranche A Term Loans (other than Sterling Loans), Tranche B Term Loans or Tranche C Term Loans made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount, and Sterling Loans made on the Closing Date with a particular Interest Period shall be in an aggregate minimum amount of (pounds)5,000,000 and integral multiples of (pounds)500,000 in excess of that amount; provided, that no more than one Sterling Loan of each U.K. Borrower may be in an aggregate minimum amount of (pounds)5,000,000 and any amount in excess thereof. Revolving Loans (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Term Loans or Revolving Loans to such Borrower it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans (other than Sterling Loans) made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Delayed-Draw Term Loans and Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. 2.2D; provided, that Sterling Loans may not be converted into Base Rate Loans. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company the applicable Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Each Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant telephonic notice must be confirmed promptly by delivery to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent of a duly executed Funding Notice. Each such Funding Notice of Revolving Borrowing must be received by the Administrative Agent no later than 1:00 P.M. 10:00 a.m. (Minneapolis timeor, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Funding Credit Date (in the case of a Eurodollar Loan that is a LIBOR Rate Loan) or at least one Business Day in advance of , and no later than 9:00 a.m. on the proposed Funding Credit Date (in the case of a Loan that is a Base Rate Loan). Whenever Company desires ; provided, however, that Swing Line Lender make a Swing Line Loanif Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, it shall deliver to two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent a duly executed Notice of Revolving Borrowing no not later than 1:00 P.M. (Minneapolis time) on 10:00 a.m. four Business Days prior to the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu requested date of delivering a Notice of Revolving such Borrowing, Company may give conversion or continuation, whereupon the Administrative Agent telephonic shall give prompt notice by to the required time Lenders of any proposed borrowing under this subsection 2.1B; provided that the applicable Tranche of such notice shall be promptly confirmed in writing by delivery request and determine whether the requested Interest Period is acceptable to all of a duly executed Notice of Revolving Borrowing to Administrative Agent on or them. Not later than 10:00 a.m., three Business Days before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf requested date of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2Dsuch Borrowing, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining Loans of any Tranche, the interest rate with respect Administrative Agent shall notify Borrower (which notice may be by telephone to any be followed by confirmation in writing) whether or not the requested Interest Period has been consented to by all the Lenders of such Tranche. Each Borrowing of Loans pursuant to subsection 2.2D, shall be in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans a principal amount of $5,000,000 or a conversion or continuation, as the case may be, hereunderwhole multiple of $1,000,000 in excess thereof. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing in accordance with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(c). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender of the applicable Tranche shall make its Loan available to Administrative Agent not later than 12:00 noon on the applicable Credit Date, by wire transfer of Same Day Funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Borrower by no later than 3:00 p.m. on the applicable Credit Date by causing an amount of Same Day Funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent by 12:00 noon on such day from Lenders to be credited to the account of Borrower at the Principal Office designated by the Administrative Agent or to effect a conversion or continuation such other account, as may be designated in accordance therewithwriting to Administrative Agent by Borrower.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 500,000 and multiples of $100,000 in excess of that amount; provided that Loans made as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the fifteenth Business Day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 200,000 and integral multiples of $100,000 in excess of that amount (or, if the amount of the Revolving Loan Commitments unfunded and available for borrowing is less than such aggregate minimum amount, an amount equal to the amount of the Revolving Loan Commitments unfunded and available for borrowing); provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $200,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Revolving Loans or a conversion or continuationcontinuation thereof, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples 3,000,000 in increments of $500,000 in excess of that amount100,000 (except for such lesser amounts as may be required pursuant to subsection 2.9C). Whenever the Company desires that the Lenders make Revolving Loans it shall deliver (which delivery may be made by telecopier, promptly followed by delivery by overnight courier) to Administrative the Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 9:00 a.m. (Minneapolis Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LoanLoans) or at least one Business Day in advance of on the proposed Funding Date (in the case of a Base Rate LoanLoans). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Revolving Loans requested, (iii) whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans and (iv) in the case of any loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans and Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by Neither the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a Responsible Officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, the Lenders to the Agent and upon conversion or continuation the funding of such Revolving Loans by the applicable basis for determining Agent to the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Company in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected the borrowing of Revolving Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify Administrative the Agent prior to the funding of any Revolving Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; provided that Loans made on any Funding -------- Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 9:00 A.M. (Minneapolis Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one Business Day in advance of on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall -------- be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving (i) Borrowing Notices and Amounts Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iiSection 2.1(a)(iii) or Revolving Loans made pursuant to subsection 3.3BSection 10.3(b)) shall be in an aggregate minimum amount of $5,000,000 500,000 and multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that the Lenders make Term Loans or Revolving Loans it Loans, Company shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three U.S. Government Securities Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate SOFR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it Company shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate SOFR Loans in the manner provided in subsection 2.2D. Section 2.2(d). In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any for the proposed borrowing under this subsection 2.1BSection 2.1(b); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. . (ii) Telephonic Notice Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B Section 2.1(b) or under subsection 2.2DSection 2.2(d), and upon funding of Loans by Lenders▇▇▇▇▇▇▇, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2DSection 2.2(d), in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuationcontinuation thereof, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Tranche A Term Loans or Tranche B Term Loans made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $250,000 in excess of that amount. Revolving Loans (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans to Borrower it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis Boston, Massachusetts time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis Boston, Massachusetts time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of (a) $1,000,000 100,000 and integral multiples thereof in the case of Base Rate Loans and (b) $500,000 and integral multiples of $500,000 100,000 in excess of that amountamount in the case of LIBOR Rate Loans. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans (provided, however that all Loans made on the Second Restatement Effective Date shall initially be Base Rate Loans), and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.subsection

Borrowing Mechanics. Except for Revolving Loans made on any Funding Date (other than Swing Line Loansthe Closing Date, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount; PROVIDED that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of no later than 10:00 a.m. on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor, and (vi) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving BorrowingBorrowing for any Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent at Administrative Agent's Office no later than 2:00 p.m. (New York City time) on or before the applicable Funding Datedate such notice was given. Neither Administrative Agent Agent, nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a duly authorized Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Revolving Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 200,000 and integral multiples of $100,000 in excess of that amount (or, if the amount of the Commitments unfunded and available for borrowing is less than such aggregate minimum amount, an amount equal to the amount of the Commitments unfunded and available for borrowing); provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $200,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, of Loans hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount1,500,000. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor, (v) whether such Loans are for the purpose of the purchase or the modification of an Eligible Aircraft and (vi) the identification of the Related Aircraft. Revolving Loans and Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding the Closing Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Loans made as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 a.m. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Closing Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent Agent, as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Closing Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Closing Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Closing Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $500,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans Loans, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. Term Loans or Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent (or Swing Line Lender and Administrative Agent in the case of Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line Lender) shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent (or Swing Line Lender and Administrative Agent, as applicable) believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon 2.2D. Upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice notice, Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent (or, in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans with an Interest Period longer than one month may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan with an Interest Period longer than one month until the earlier of the 90th day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed, with the first such Interest Period to begin not sooner than three Business Days (nor later than five Business Days) after the Closing Date and with any subsequent Interest Periods to begin on the last day of the prior one-month Interest Period theretofore in effect.

Borrowing Mechanics. Revolving Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. Revolving Loans (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans to Company it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Delayed-Draw Term Loans and Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of One Hundred Thousand Dollars ($5,000,000 100,000) and multiples of One Hundred Thousand Dollars ($1,000,000 100,000) in excess of that amount. Swing Line ; provided that Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($1,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($500,000 100,000) in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 12:00 P.M. (Minneapolis New York, New York time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one (1) Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent or such Lender believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Tranche A Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing Issuing Lender for the amount of a drawing under a Letter of Credit issued by it and other than for Revolving Loans which constitute Rollover Borrowings in accordance with subsection 4.4) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; provided that (a) Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. amount and (b) Swing Line Loans made on any Funding Date (other than Swing Line Loans made in accordance with the final sentence of the first paragraph of subsection 2.1A(iii)) shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $500,000 1,000 in excess of that amount. Rollover Borrowings may be in any amount up to the maximum amount permitted pursuant to subsection 4.4 as of the applicable Funding Date. Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Managing Agent a Notice of Borrowing no later than 12:00 Noon (New York time) on the proposed Funding Date which may be delivered by courier or telecopy. Whenever Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing to Managing Agent which may be delivered by courier or telecopy no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) ), or at least one Business Day in advance of the proposed Funding Date (in the case of an Index Rate Loan in excess of $10,000,000 in the aggregate) or no later than 11:00 A.M. (New York time) on the proposed Funding Date (in the case of an Index Rate Loan of $10,000,000 or less in the aggregate and, in such case, Borrower shall concurrently deliver a Base Rate Loancopy of such Notice of Borrowing to each Lender which copy may be delivered by courier or telecopy). Whenever Company Borrower desires that Swing Line Lender Lenders make a Swing Line LoanRevolving Loans constituting Rollover Borrowings, it shall deliver to Administrative Managing Agent (and shall deliver to Lenders concurrently, a duly executed copy, which may be delivered by courier or telecopy), of a Notice of Revolving Borrowing (with appropriate insertions) no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) in the case of Swing Line Loans, Revolving Loans made on the Restatement Effective Date and Revolving Loans which are Rollover Borrowings, that such Loans shall be Index Rate Loans, (iv) in the case of Revolving Loans not made on the Restatement Effective Date or which are not Rollover Borrowings, whether such Loans shall be Index Rate Loans or LIBOR Rate Loans, and (v) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans (which are not Rollover Borrowings) may be continued as or converted into Base Index Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrower may give Administrative Managing Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Managing Agent on which may be delivered by courier or before the applicable Funding Datetelecopy. Neither Administrative Managing Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Managing Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Managing Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct in any material respect as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $100,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $500,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it or Term Loans the Borrower shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) (x) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of (y) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Revolving Loans not made on the Effective Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor and (v) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. All Loans made on the Effective Date shall be made as Base Rate Loans. In lieu of delivering a the above-described Notice of Revolving BorrowingBorrowing for any Loans not made on the Effective Date, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Datedate such notice was given. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a duly authorized Officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 500,000 and multiples of $100,000 in excess of that amount; provided that Loans made as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions on this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the fifteenth business day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum 3.3B for the purpose of reimbursing any Issuing Lender for the amount of $5,000,000 and multiples a drawing under a Letter of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Any Swing Line Loan made on any Funding Date shall be in a minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at Swing Line Lender’s Office (with a copy to Administrative Agent at Administrative Agent’s Office) a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor and (vi) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving BorrowingBorrowing for any Loan other than a Swing Line Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent at Administrative Agent’s Office no later than 2:00 P.M. (New York City time) on or before the applicable Funding Datedate such notice was given. Neither In lieu of delivering the above-described Notice of Borrowing for any Swing Line Loan, Borrower may give Swing Line Lender telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Swing Line Lender at Swing Line Lender’s Office (with a copy to Administrative Agent nor at Administrative Agent’s Office) no later than 2:00 P.M. (New York City time) on the date such notice was given. None of Administrative Agent, Swing Line Lender or any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent or Swing Line Lender believes in good faith to have been given by an a duly authorized Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by LendersLenders or Swing Line Loans by Swing Line Lender, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Revolving Loans or a conversion or continuation, as the case may be, Swing Line Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding anything to the contrary contained herein, there shall be no Borrowings comprised of LIBOR Loans and no conversions of Base Rate Loans into LIBOR Loans until the date that is 7 days after the Closing Date.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii1) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line LIBOR Rate Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that such amount. Whenever Company . (2) On any day when any Borrower desires that Lenders make Revolving Loans it to borrow under this subsection 2.1, Borrower Representative shall deliver to Administrative give Agent telephonic notice of the proposed borrowing by 11:00 a.m. Central time on the Funding Date of a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. Base Rate Loan and two (Minneapolis time2) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan, which notice (a "Notice of Borrowing") or at least one Business Day in advance of must also specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar or LIBOR Rate Loans in and for LIBOR Rate Loans the manner provided in subsection 2.2D. In lieu Interest Period applicable thereto, and the name(s) of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent the Borrower(s) on whose behalf such Loans are being requested. Any such telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Datesame day. Neither Administrative Agent nor any Lender shall incur any liability to Company in any Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow any of the Persons identified on behalf of Company Schedule 2.1(D) or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to 2.1(D). Neither Agent nor any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, Lender will make any advance pursuant to any such telephonic notice Company unless Agent has also received the most recent Borrowing Base Certificate and all other documents then required to have been delivered under subsection 5.1 by 11:00 a.m. Central time. Each advance made to Borrowers under the Revolving Loan shall have effected Loans or a conversion or continuationbe deposited by wire transfer in immediately available funds in such account as Borrower Representative may from time to time designate to Agent in writing. Unless payment is otherwise timely made by Borrowers, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding becoming due of any Revolving Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, accrued interest and fees shall be deemed irrevocably to which Company is be a request by Borrowers or Borrower Representative for a Base Rate Revolving Loan on the due date of, and in the amount required to certify in the applicable Notice of Revolving Borrowing is no longer true pay, such principal, accrued interest and correct as of the applicable Funding Datefees, and the acceptance proceeds of each such Revolving Loan if made by Company Agent or any Lender shall be disbursed by Agent or such Lender by way of direct payment of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewithrelevant obligation.

Borrowing Mechanics. Additional Credit Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 250,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Swing Line ; provided that Additional Credit Loans or Revolving Loans made on any Funding -------- Date as Eurodollar Rate Loans shall be in an the aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Additional Credit Lenders make Additional Credit Loans, or that Lenders make Revolving Loans Loans, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) ), or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, and in the case of Additional Credit Loans, the applicable Additional Credit Commitment, (iii) in the case of Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor; provided -------- that the initial Funding Date with respect to any Eurodollar Rate Loans requested to be made hereunder shall not be a date earlier than the date occurring ten Business Days after the Closing Date. Additional Credit Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in -------- writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans and Term Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) (A) that are Base Rate Loans shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount and (B) that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company the Borrower desires that the Lenders make Revolving Loans or Term Loans to it, it shall deliver to the Administrative Agent a Notice of Borrowing duly executed Notice by an Officer of Revolving Borrowing the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) no later than (i) 1:00 P.M. (Minneapolis timeNew York Time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one and (ii) Table of Contents 1:00 P.M. (New York Time) on the Business Day in advance of prior to the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company the Borrower desires that the Swing Line Lender make a Swing Line LoanLoan to it, it shall deliver to the Administrative Agent a Notice of Borrowing duly executed Notice by an Officer of Revolving Borrowing the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) no later than 1:00 P.M. (Minneapolis timeNew York Time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner and to the extent provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to the Administrative Agent duly executed Notice by an Officer of Revolving Borrowing to Administrative Agent the Borrower (or a designee thereof previously identified in writing by an Officer of the Borrower) on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by the Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company notice, the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Borrower shall notify the Administrative Agent prior to the funding of any Revolving Loans in the event that any an event has occurred and is continuing or would result from the consummation of the matters to which Company is required to certify in the applicable Notice borrowing that would constitute an Event of Revolving Borrowing is no longer true and correct as Default or a Potential Event of the applicable Funding DateDefault, and the acceptance by Company the Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by Companythe Borrower, as of the applicable Funding Date, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) or for the purpose of repaying any Refunded Swing Line Loans and Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing the Issuing Bank for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever the Company desires that the Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 a.m. (Minneapolis New York time) ), at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or at least one (1) Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever the Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 a.m. (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, the Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify the Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Related Interest Rate Determination Date, and the Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date by way of Prime Rate Loans (other than Swing Line Loans, ) or Bankers’ Acceptances (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) 2.1A(ii)(d), or Revolving Loans made pursuant to subsection 3.3B4.3C) shall be in an aggregate minimum amount of $5,000,000 Cdn.$1,000,000 and multiples of $1,000,000 Cdn.$100,000 in excess of that amount. Swing Line Loans made on any Funding Date pursuant to a Notice of Borrowing shall be in an aggregate minimum amount of $1,000,000 Cdn.$1,000,000 and multiples of $500,000 Cdn.$100,000 in excess of that amount. Swing Line Loans made pursuant to subclause 2.1A(ii)(b) do not require a notice of Borrowing, and are not subject to minimum amounts except as set out in that subclause. Prime Rate Loans made by Revolving Lenders weekly (or at the request of Swing Line Lender) pursuant to subclause 2.1A(ii)(d) shall be in minimum amounts of Cdn.$500,000 and multiples of Cdn.$100,000 in excess thereof. Whenever Company desires that Lenders make Revolving Loans by way of Prime Rate Loans (other than Swing Line Loans), it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 a.m. (Minneapolis Toronto time) at least one Business Day in advance of the proposed Funding Date. Whenever Company desires that Lenders make Revolving Loans by way of Bankers’ Acceptances, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 a.m. (Toronto time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan)Date. Whenever Company desires that Swing Line Lender make a Swing Line LoanLoan pursuant to clause 2.1A(ii)(c), it shall deliver to Swing Line Lender, with a copy to Administrative Agent Agent, a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 a.m. (Minneapolis Toronto time) on the proposed Funding Date. Revolving Loans Date (which for greater certainty may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice delivered by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunderfacsimile transmission). Company shall notify Administrative Agent prior to the funding of any Revolving Loans requested by Company in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the . The acceptance by Company of the proceeds of any Revolving Loans (including Swing Line Loans) shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable any Notice of Revolving Borrowing. Except as otherwise provided set out in subsections 2.6B, 2.6C and 2.6Gsubsection 2.6C, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation Rollover for conversion Conversion to, or continuation Rollover of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) Bankers’ Acceptances shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company shall be bound to make a borrowing or to effect a conversion Conversion or continuation Rollover in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Bankers’ Acceptances may be made and no Prime Rate Loan may be converted into Bankers’ Acceptances until the earlier of the 30th day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 100,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line ; PROVIDED that Revolving Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 500,000 and multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis San Francisco time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Ruths_Second Amended and Restated Credit Agreement (2) Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line ; provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis Dallas, Texas time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify, (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu Notwithstanding anything contained herein to the contrary, during the period commencing on (and including) the Closing Date and ending on the earlier of delivering (i) the two-month anniversary of the Closing Date and (ii) the date Agent sends a Notice of Revolving Borrowingnotice to Company indicating that Lenders' primary syndication has been concluded, (a) Company may give Administrative Agent telephonic notice by only request Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one month, (b) no Loan may be converted into a Eurodollar Rate Loan having an Interest Period of longer than one month and (c) the required time last day of the Interest Period applicable to any proposed borrowing Eurodollar Rate Loan shall be the one-month anniversary or the two-month anniversary of the date on which the first Eurodollar Rate Loan is made under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Section 3.3(b) for the purpose of reimbursing any Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum for the amount of $5,000,000 and multiples a drawing under a Letter of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company any Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Section 2.2(d). In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1BSection 2.1(b); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to be genuine and to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1(b), and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company any Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C 2.6(c) and 2.6G2.6(g), a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewiththerewith unless Borrowers pay all costs and expenses payable under Section 2.6(d).

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount1,500,000. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor and (v) whether such Loans are for the purpose of the purchase or the modification of an Eligible Aircraft. Revolving Loans and Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Term Loans under a respective Tranche made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. Revolving Loans (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iiSection 2.1A(iii) or Revolving Loans for the purpose of repaying any Refunded Swing Line Loans) made pursuant to subsection 3.3B) on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans (whether Initial Term Loans or Incremental Term Loans) or Revolving Loans (excluding Refunded Swing Line Loans) to Company it shall deliver to Administrative Agent at the Notice Office a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent at the Notice Office a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of such borrowing requested and whether the respective borrowing shall consist of Initial Term Loans, Revolving Loans, Swing Line Loans or Incremental Term Loans, and if Incremental Term Loans, the specific Tranche thereof, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. Section 2.2D; provided that unless Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this proviso shall no longer be applicable), LIBOR Loans may only have an Interest Period of one month, and the first Funding Date with respect to Loans maintained as LIBOR Loans may occur no earlier than three Business Days following the Closing Date, with all subsequent Funding Dates with respect to Loans maintained as LIBOR Loans to occur on the last day of the preceding one month Interest Period theretofore in effect. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by of the required time of any proposed borrowing under this subsection Section 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of each proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by this Section 2.1B to be specified in the Notice of Borrowing. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made Subject to the requirements of subsection 3.1Q, on any Funding the Closing Date (other than Swing Line Loans, Revolving Loans made pursuant to the Company may request that the Lender make a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount loan of $5,000,000 and multiples thereafter once a week for the next two calendar weeks the Company may request that the Lender make two additional installments of $1,000,000 in excess of that amount2,500,000 each (such three installments to be collectively known as the "Initial Loan"). Swing Line Loans made on any Funding Date shall be After January 1, 1999, the Company may request one additional Loan each week, subject to the terms and conditions hereof in an aggregate minimum amount of no greater than $1,000,000 and multiples of $500,000 in excess of that amount3,750,000. Loans may only be requested once a week. Whenever the Company desires that Lenders the Lender make Revolving Loans it shall deliver to Administrative Agent the Lender a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) ), at least three (3) Business Days in advance of the proposed Funding Date Date. The Notice of Borrowing shall specify (in the case of a Eurodollar Rate Loani) or at least one Business Day in advance of the proposed Funding Date (in which shall be a Business Day) and (ii) the case amount of a Base Rate Loan)Loan requested. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, the Company may give Administrative Agent the Lender telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent the Lender on or before the applicable Funding Date. Neither Administrative Agent nor any The Lender shall not incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative Agent the Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans a Loan by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lender in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify Administrative Agent the Lender prior to the funding of any Revolving Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Eurodollar Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a an Alternate Base Rate Loan); provided that, any such notice delivered with respect to Loans requested to be made on the Closing Date may be delivered at any time prior to 12:00 Noon (New York City time) at least one Business Day in advance of the Closing Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.Funding

Borrowing Mechanics. Term Loans, Revolving Loans, or Offshore Currency Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans, Revolving Loans made pursuant to a request by Offshore Currency Funding Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Offshore Currency Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amountthe applicable Minimum Amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar an Offshore Rate LoanLoan denominated in Dollars) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Offshore Currency Funding Lender make Offshore Currency Loans it shall deliver to Administrative Agent a Notice of Borrowing five Business Days prior to the requested Funding Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Offshore Rate Loans denominated in Dollars, (v) in the case of any Loans requested to be made as Offshore Rate Loans, the initial Interest Period requested therefor, and (vi) in the case of any Offshore Currency Loans, the Applicable Currency. Term Loans, Revolving Loans and Offshore Currency Loans may be continued as or converted into Base Rate Loans and Eurodollar Offshore Rate Loans to the extent and in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.1F, 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar an Offshore Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender Agent pursuant to subsection 2.1A(ii2.2A(ii) or Revolving Loans for the purpose of repaying any Refunded Swing Line Loans) made pursuant to subsection 3.3B) on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and multiples 1,000,000. The Company shall be permitted to request a Revolving Loan pursuant to this subsection 2.2B only four times during any 30 day period. Requests for Swing Line Loans shall not count as requests for Revolving Loans for purposes of $1,000,000 in excess of that amountthe preceding sentence. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount5,000,000. The Company shall be permitted to request a Swing Line Loan pursuant to this subsection 2.2B only three times during any calendar year. Whenever the Company desires that the Lenders make Revolving Loans Loans, it shall deliver to Administrative the Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (with respect to a Eurodollar Rate Loan or, in the case of a Eurodollar Rate Loan) or at least Loan bearing interest with reference to the Base Rate, one Business Day in advance of the proposed Funding Date. Each Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loan shall be Swing Line Loan or a Revolving Loan, (iv) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans (it being understood that all Revolving Loans shall be Eurodollar Rate Loans except as otherwise expressly permitted or required hereunder), (v) if such Loan is a Eurodollar Rate Loan, the initial Interest Period applicable thereto, (vi) in the case of a Base Rate Loan). Whenever Company desires Revolving Loans that Swing Line Lender make a Swing Line Loan, it not more than three other Funding Dates shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on have occurred within the 30 days next preceding the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans , (vii) in the manner provided case of Swing Line Loans that no more than two other Funding Dates shall have occurred within the calendar year of such Funding Date, in subsection 2.2D. In lieu each case specifying the related Funding Date, (viii) that after giving effect to the Borrowing there are either no Swing Line Loans outstanding or the total aggregate amount of delivering a Notice outstanding Loans shall not exceed $41,000,000 and (ix) that the amount of Revolving Borrowing, the proposed Loan will not cause the Total Utilization of the Commitments to exceed the Borrowing Base then in effect. The Company may give Administrative the Agent telephonic notice by the required time of any proposed borrowing Loan under this subsection 2.1B2.2B; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative the Agent on or before the applicable Funding Date. Neither Administrative the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by an a duly Authorized Officer or other person Person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.2B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify Administrative the Agent (who shall notify the Lenders) prior to the funding of any Revolving Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of (a) for Term Loans, $5,000,000 2,500,000 and multiples of $1,000,000 500,000 in excess of that amount and (b) for Revolving Loans, $2,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender, with a copy to Administrative Agent Agent, a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (i) Revolving DIP Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving DIP Loans made pursuant to subsection 2.1B(ii) or subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires Borrowers desire that DIP Lenders make Revolving DIP Loans it they shall deliver to Administrative DIP Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the day of the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrowers may give Administrative DIP Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative DIP Agent on or before the applicable Funding Date. Neither Administrative DIP Agent nor any DIP Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative DIP Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Daily Funding Lender and/or DIP Lenders in accordance with this Agreement, pursuant to any such telephonic notice Company notice, Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative DIP Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Revolving Loans to such Borrower it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. 2.2D; PROVIDED, that Sterling Loans may not be converted into Base Rate Loans. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company the applicable Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Each Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line ; provided that Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 10,000,000 and multiples of $500,000 1,000,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Term Loans or Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance on the day of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Notwithstanding anything to the contrary herein contained, during the period commencing on and including the Closing Date and ending on the earlier of (i) the date which is 90 days after the Closing Date and (ii) the date on which Agent sends notice to Borrowers indicating that Lenders' primary syndication has been concluded, Borrowers may only request that Revolving Loans be made as Base Rate Loans or Eurodollar Rate Loans with the same 30-day Interest Period. In lieu of delivering a Notice of Revolving Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Daily Funding Lender and/or Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount1,000,000. The Borrower shall be permitted to make a borrowing pursuant to this Section 2.4 only twice during any 30 day period. Whenever Company a Borrower desires that the Lenders make Revolving Loans it Loans, Cornerstone shall deliver to the Administrative Agent a duly executed Notice of Revolving Borrowing Loan Request no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date Date. (in the case of a Eurodollar Rate Loanii) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Loan Request, a Notice of Revolving Borrowing, Company Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing Loan under this subsection 2.1BSection 2.4; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing Loan Request to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company the Loan Parties in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Authorized Officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, Section 2.4 and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company . (iii) A Borrower shall notify the Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Revolving Borrowing Loan Request is no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by Companysuch Borrower, as of the applicable Funding Date, as to the matters to which Company such Borrower is required to certify in the applicable Notice of Revolving Borrowing. Loan Request. (iv) Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.5(b) and 2.6G2.5(c), a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan Request (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving as Base Rate Loans made pursuant shall not be subject to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate any minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amountamounts. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and and, in the case of Supplemental Term Loans, in integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans Loans, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) ), or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Loans made on the Closing Date. Revolving , that such Loans may shall be continued as or converted into Base Rate Loans, (iv) in the case of Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans and or Eurodollar Rate Loans Loans, (v) in the manner provided in subsection 2.2D. case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to either (i) make a borrowing or to effect a conversion or continuation in accordance therewith.therewith or (ii) pay all amounts due under subsection 2.6D.

Borrowing Mechanics. Revolving Whenever any Borrower desires to borrow Pro Rata Loans made on any Funding Date (other than Swing Line Loansunder this subsection 2.1, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Pro Rata Borrowing no later than 1:00 P.M. (Minneapolis i) 10:00 A.M. (California time) on the proposed Funding Date in the case of a Base Rate Loan, (ii) 10:00 A.M. (California time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar an Offshore Rate LoanLoan denominated in Dollars, and (iii) or 10:00 A.M. (California time) at least one four (4) Business Day Days in advance of the proposed Funding Date in the case of an Offshore Currency Loan. Each Notice of Pro Rata Borrowing shall specify: (i) the proposed Funding Date (which shall be a Business Day); (ii) the amount and type of Loans requested; (iii) whether such Pro Rata Loans shall be Base Rate Loans or Offshore Rate Loans and, in the case of Offshore Rate Loans, the Interest Period applicable thereto; (iv) in the case of a Base Rate Loan). Whenever Company desires Borrowing comprised of Offshore Currency Loans, the applicable Offshore Currency; and (v) that Swing Line Lender make a Swing Line Loan, it shall deliver the Equivalent Amount in Dollars of the Total Utilization (after giving effect to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Dateborrowing) does not exceed the Total Pro Rata Commitments then in effect. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a any Notice of Revolving Pro Rata Borrowing, Company the Applicable Borrower may give Administrative Agent telephonic notice of the proposed borrowing (and the other information required by a Notice of Pro Rata Borrowing) by the required time of any proposed borrowing under this subsection 2.1B2.1; provided PROVIDED, HOWEVER, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Pro Rata Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, same date as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowingtelephonic notice. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.10, a Notice of Revolving Pro Rata Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Applicable Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewiththerewith unless such Borrower pays any amounts required to be paid pursuant to subsection 2.10C to compensate Lenders.

Borrowing Mechanics. (A) Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be made in an aggregate minimum amount of $5,000,000 25,000 and integral multiples of $1,000,000 25,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. . (B) Whenever Company the Borrower desires that Revolving Lenders make Revolving Loans it Loans, the Borrower shall deliver to Administrative Agent a duly fully executed and delivered Funding Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 a.m. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Borrowing Date, which Borrowing Date shall be a Business Day. (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed C) Notice of receipt of each Funding Notice in respect of Revolving Borrowing no Loans, together with the amount of each Revolving Lender's Pro Rata Share thereof, together with the applicable interest rate, shall be provided by Agent to each applicable Lender by facsimile with reasonable promptness, but (provided, Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 1:00 P.M. 4:00 p.m. (Minneapolis New York City time) on the proposed Funding Date. same day as Agent's receipt of such Notice from Borrower. (D) Each Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in Lender shall make the manner provided in subsection 2.2D. In lieu amount of delivering a Notice of its Revolving Borrowing, Company may give Administrative Loan available to Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent no later than 2:00 p.m. (New York City time) on or before the applicable Funding DateBorrowing Date by wire transfer of same day funds in Dollars, at the Agent's Principal Office. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting Except as provided herein, upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer satisfaction or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation waiver of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2Dconditions precedent specified herein, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Agent shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of make the proceeds of any such Revolving Loans shall constitute a re-certification available to Borrower on the applicable Borrowing Date by Company, as causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Agent from Lenders to be credited to the account of the applicable Funding Date, as Borrower designated in writing to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewithAgent by Borrower.

Borrowing Mechanics. Revolving Term Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $1,000,000 500,000 in excess of that amount. Swing Line Term Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans Term Loans, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance on the date of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. 509265-1822-13506-Active.15159325.22 Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon 2.2D. Upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice notice, Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; provided that Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 9:00 A.M. (Minneapolis Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one Business Day in advance of on the proposed Funding Date (in the case of a Base Rate Loan). Whenever ; provided, that the Company desires that Swing Line Lender make a Swing Line Loan, it shall may deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 2:30 P.M. (Minneapolis Los Angeles time) on January 7, 1997 requesting a LIBOR Rate Loan in respect of the Tender Loans or the Tender Period Revolving Loans made on the Closing Date, which LIBOR Rate Loan(s) will have an Interest Period ending on January 24, 1997; provided further, that the Company may not request a LIBOR Rate Loan to be made during the period beginning on January 18, 1997 and ending on January 23, 1997. The Notice of Borrowing shall specify (i) the proposed Funding DateDate (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.or

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $5,000,000 15,000,000 and integral multiples of $1,000,000 5,000,000 in excess of that amount. Swing Line amount (or the equivalent in Macau Patacas) in the case of Term Loans made on any Funding Date shall be in an aggregate minimum amount of and (z) $1,000,000 and integral multiples of $500,000 100,000 in excess the case of that amountRevolving Loans. Whenever Company the Borrower desires that Lenders make Term Loans (other than the initial Credit Extensions on the Closing Date and Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment Termination Date) or Project Cost Revolving Loans, the Borrower shall deliver to the Disbursement Agent the Advance Request, Borrowing Notice, and related documentation required by the terms of Section 2.4.1(a) of the Disbursement Agreement. Each such Advance Request and Borrowing Notice must be received by the Disbursement Agent prior to 2:00 p.m., Eastern time, at least (i) five Business Days prior to the requested Funding Date, in the case of Eurodollar Rate Loans, or (ii) two Business Days prior to the requested Funding Date, in the case of Base Rate Loans and must specify (x) the amount and Type of Loans to be borrowed, (y) the requested Funding Date and (z) in the case of Eurodollar Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is required pursuant to and subject to the requirements of Section 2.4.3(a) of the Disbursement Agreement available to the Disbursement Agent in immediately available Dollars. Whenever the Borrower desires that Lenders make Revolving Loans that are not Project Cost Revolving Loans (other than Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a duly executed Borrowing Notice of Revolving Borrowing no later than 1:00 P.M. p.m. (Minneapolis Eastern time) at least three five Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it The Borrowing Notice shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. specify (Minneapolis timei) on the proposed Funding Date. Date (which shall be a Business Day), (ii) the amount of Revolving Loans may requested, (iii) whether such Revolving Loans shall be continued as or converted into Base Rate Loans and or Eurodollar Rate Loans Loans, and (iv) in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time case of any proposed borrowing under this subsection 2.1B; provided that such notice shall Loans requested to be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before made as Eurodollar Rate Loans, the applicable Funding Dateinitial Interest Period requested therefor. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Borrower shall notify Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which Company the Borrower is required to certify in the applicable Borrowing Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company the Borrower of the proceeds of any such Revolving Loans shall constitute a re-certification recertification by Companythe Borrower, as of the applicable Funding Date, as to the matters to which Company the Borrower is required to certify in the applicable Notice Borrowing Notice. The parties hereto acknowledge and confirm that, notwithstanding any other provision of this Agreement, the Borrower shall not be permitted to request that any Revolving BorrowingLoans be made on the Closing Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) a HIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. All proceeds of Term B Funded Project Loans not otherwise used to repay the Refinanced Debt or pay Transaction Costs on the Closing Date shall be deposited first, in the Interest Escrow Account in the amount required by Section 4.1H(iii), pro rata with any Term B Funded Non-Casino Loans not otherwise used to repay the Refinanced Debt or pay Transaction Costs on the Closing Date, and second, in the Project Loans Proceeds Sub-Account. All proceeds of Term B Funded Non-Casino Loans not otherwise used to repay the Refinanced Debt or pay Transaction Costs on the Closing Date shall be deposited first, in the Interest Escrow Account in the amount required by Section 4.1H(iii), pro rata with any Term B Funded Project Loans not otherwise used to repay the Refinanced Debt or pay Transaction Costs on the Closing Date, and second, in the Non-Casino Loans Proceeds Sub-Account. All proceeds of Local Term Loans borrowed on the Closing Date shall be deposited in the Local Currency Loans Account. All Term B Delayed Draw Loans not otherwise borrowed prior to the Term B Delayed Draw Loan Commitment Termination Date may be borrowed on the Term B Delayed Draw Loan Commitment Termination Date and deposited in the Project Loans Proceeds Sub-Account and the Non-Casino Loans Proceeds Sub-Account, as applicable, following delivery of a Borrowing Notice with respect to such Term B Delayed Draw Loans setting forth the information requested thereby.

Borrowing Mechanics. Revolving Loans, Offshore Revolving Loans, Additional Offshore Revolving Loans and New Term Loans (if any) made as Base Rate Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 2,000,000 and multiples of $1,000,000 500,000 in excess of that amount. Revolving Loans, Offshore Revolving Loans, Additional Offshore Revolving Loans and New Term Loans (if any) made on any Funding Date as Eurodollar Rate Loans and Offshore Revolving Loans made on any Funding Date as LIBO Rate Loans, in each case, with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 (or the Offshore Currency Equivalent in the case of LIBO Rate Loans) and multiples of $500,000 (or the Offshore Currency Equivalent in the case of LIBO Rate Loans) in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company any Domestic Borrower desires that Lenders make Revolving Loans to such Domestic Borrower it shall deliver to Administrative Agent at its Domestic Funding and Payment Office a duly executed Notice of Revolving Borrowing no later than 1:00 2:00 P.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Offshore Borrower desires that Lenders make Loans to the Offshore Borrower that are (i) LIBO Rate Loans or Eurodollar Loans, it shall deliver a duly executed Notice of Borrowing to Administrative Agent at its Offshore Funding and Payment Office no later than 2:00 P.M. (London time) at least three Business Days in advance of the proposed Funding Date or (ii) Base Rate Loans, it shall deliver a duly executed Notice of Borrowing to Administrative Agent at its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) at least one Business Day in advance of the proposed Funding Date. Whenever any Domestic Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office (with a simultaneous copy to Administrative Agent at its Domestic Funding and Payment Office) a duly executed Notice of Revolving Borrowing no later than 1:00 3:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. Revolving Loans (other than Swing Line Loans) denominated in Dollars may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Offshore Revolving Loans denominated in Offshore Currencies may be continued as or converted into LIBO Rate Loans with different Interest Periods in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company any Borrower may give Administrative Agent (or in the case of any Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent (and Swing Line Lender in the case of any Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples 3,000,000 in increments of $500,000 in excess of that amount100,000 (except for such lesser amounts as may be required pursuant to subsection 2.9C). Whenever the Company desires that the Lenders make Revolving Loans it shall deliver (which delivery may be made by telecopier, promptly followed by delivery by overnight courier) to Administrative the Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. p.m. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LoanLoans) or at least one Business Day in advance of on the proposed Funding Date (in the case of a Base Rate LoanLoans). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Revolving Loans requested, (iii) whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans and (iv) in the case of any loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by Neither the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a Responsible Officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, the Lenders to the Agent and upon conversion or continuation the funding of such Revolving Loans by the applicable basis for determining Agent to the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Company in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected the borrowing of Revolving Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify Administrative the Agent prior to the funding of any Revolving Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the -27- 35 Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Tranche A Term Loans or Tranche B Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 in the case of Base Rate Loans or $5,000,000 in the case of Eurodollar Rate Loans and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided -------- that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.therewith unless Company shall pay compensation, if any, for the non- commencement of an Interest Period on the proposed Funding Date as provided in subsection 2.6D.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans Advances made on any Funding Date shall be in an aggregate minimum amount of Five Million Dollars ($1,000,000 and multiples of $500,000 in excess of that amount5,000,000.00). Whenever Company Borrower desires that Lenders make Revolving Loans Advances, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date Date. Each Notice of Borrowing shall specify (in the case of a Eurodollar Rate Loani) or at least one Business Day in advance of the proposed Funding Date (in which shall be a Business Day), (ii) the case amount of a Base Rate Loan). Whenever Company desires the Advances requested, (iii) the account to which the Advances shall be wired, and (iv) that Swing Line Lender make a Swing Line Loan, it no other Funding Date shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on have occurred within the 30 days immediately preceding the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing Advances under this subsection 2.1BSection 2.1.2; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSec- tion 2.1.2, and upon funding of Loans Advances by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, Advances hereunder. Company Borrower shall notify Administrative Agent (who shall notify Lenders) prior to the funding of any Revolving Loans Advances in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans Advances shall constitute a re-re- certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date as Base Rate Loans (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 1 million and multiples of $1,000,000 50,000 in excess of that amount; provided that Loans made on any Funding Date as LIBO Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $3 million and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 200,000 and multiples of $500,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in 40 EXECUTION the case of a Eurodollar LIBO Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) whether such Loans shall be Base Rate Loans or LIBO Rate Loans, and (v) in the case of any Loans requested to be made as LIBO Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBO Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Datedate of such telephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans and Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing an Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of 500,000; provided that amount. Swing Line Term Loans or Revolving Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent Agen t on or before the applicable Funding Date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including ------------------- any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent on behalf of Company a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided -------- that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made on by the Lenders of such Class proportionately to their applicable Pro Rata Shares. At the commencement of each Interest Period for any Funding Date (other than Swing Line LoansEurodollar Rate Borrowing, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) such Borrowing shall be in an aggregate minimum amount of $5,000,000 and multiples or an integral multiple of $1,000,000 in excess of such amount; provided that amount. Swing Line Loans made on any Funding Date shall a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate minimum amount that is equal to the amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it such outstanding Borrowing. (ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a duly fully completed and executed Funding Notice (A) in the case of Revolving Borrowing no a Eurodollar Rate Borrowing, not later than 1:00 P.M. p.m. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding applicable Credit Date (or, in the case of a Eurodollar Rate LoanTranche B Term Borrowing, such shorter period as may be acceptable to the Administrative Agent) or at least one Business Day in advance of the proposed Funding Date and (B) in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line LoanBorrowing, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no not later than 1:00 P.M. p.m. (Minneapolis New York City time) on the proposed Funding applicable Credit Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in Promptly upon receipt by the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Funding Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreementparagraph, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Administrative Agent shall notify each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Following delivery of a Funding Notice for a Eurodollar Rate Borrowing, any failure to make such Borrowing shall be subject to Section 2.18(c). (iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder available to the Administrative Agent prior not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars to the funding of any Revolving Loans in the event that any account of the matters Administrative Agent most recently designated by it for such purpose by notice to which Company is required the Lenders. The Administrative Agent will make each such Loan available to certify the Borrower by promptly remitting the amounts so received, in like funds, to the account specified by the Borrower in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving BorrowingNotice. 2.2. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith[Reserved]. 2.3. [Reserved]. 2.4. [Reserved].

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 250,000 and integral multiples of $100,000 in excess of that amount; provided that Term -------- Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 S250,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date or within a period of 30 days after the Closing Date, that such Loans shall be Base Rate Loans unless approved by Administrative Agent, (iv) in the case of Revolving Loans not made on the Closing Date or within a period of 30 days after the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided -------- that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Incremental Term Loans, Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 500,000.00 and multiples of $1,000,000 100,000.00 in excess of that amount; provided that Loans made as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,500,000.00 and multiples of $250,000.00 in excess of that amount. Incremental Term Loans made on any Funding Date shall be in an aggregate minimum amount of $25,000,000.00 and multiples of $5,000,000.00 in excess of that amount (or such lesser aggregate amount or multiples as shall result in the aggregate principal amount of all Incremental Term Loans made hereunder on and after the Closing Date being equal to $75,000,000.00). Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000.00 and multiples of $500,000 100,000.00 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan); provided that in the case of any such Notice of Borrowing in respect of Incremental Term Loans, Company shall also deliver to Administrative Agent, at least 10 Business Days in advance of the proposed Funding Date, written notice of its desire to borrow such Incremental Term Loans (each, a “Notice of Interest”), such Notice of Interest to specify the proposed Funding Date and the aggregate amount of Incremental Term Loans Company desires to be borrow on such proposed Funding Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent and to Swing Line Lender a duly executed Notice of Revolving Borrowing (Swing Line) no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) on the proposed Funding Date. Promptly after receipt by Swing Line Lender of any telephonic Notice of Borrowing (Swing Line), Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Notice of Borrowing (Swing Line) in respect of a Swing Line Loan and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Lender) prior to 12:00 P.M. (New York City time) on the Funding Date of the proposed Swing Line Loan that one or more of the applicable conditions specified in this Agreement is not then satisfied, then, subject to the terms and conditions hereof, Swing Line Lender will make the amount of its Swing Line Loan available to Company in accordance with the terms, conditions and provisions of subsection 2.1C below. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving BorrowingBorrowing or Notice of Borrowing (Swing Line), Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing or Notice of Borrowing (Swing Line), as the case may be, to Administrative Agent on or before the applicable Funding Date. Neither Each Notice of Borrowing (whether telephonic or written) shall specify (a) whether Company is requesting a Loan, a conversion of Loans from one type to the other, or a continuation of LIBOR Loans, (b) the requested Funding Date (which shall be a Business Day), (c) the principal amount of Loans to be borrowed, converted or continued, (d) the type of Loans to be borrowed or to which existing Loans are to be converted, and (e) if applicable, the duration of the Interest Period with respect thereto. If Company fails to specify a type of Loan in a Notice of Borrowing or if Company fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If Company requests a borrowing of, conversion to, or continuation of LIBOR Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. None of Administrative Agent nor Agent, Swing Line Lender or any other Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing or Notice of Borrowing (Swing Line) is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving BorrowingBorrowing or Notice of Borrowing (Swing Line). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Administrative Agent and Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with Swing Line Loans in its discretion and without affecting any of the obligations of Lenders hereunder other than providing Administrative Agent with a Notice of Borrowing (Swing Line) in respect of a Swing Line Loan. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, all Loans made available to Company on the Closing Date shall be initially Base Rate Loans. If any Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to Company by Administrative Agent because the conditions to the applicable Loan set forth in Section 4 are not satisfied or waived in accordance with the terms hereof, then Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender within one Business Day of the applicable requested Funding Date, without interest. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) or for the purpose of repaying any Refunded Swing Line Loans and Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $500,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.applicable

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans to Company it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the 37 proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor; PROVIDED HOWEVER that Loans requested to be made on the Closing Date shall be Base Rate Loans; and PROVIDED FURTHER that during the period commencing on and including the Closing Date and ending on the earlier of (a) the Delayed Draw Term B Loan Commitment Termination Date and (b) the date on which the Delayed Draw Term B Loans are funded (the "DELAYED DRAW TERM B LOAN PERIOD"), Company may only request Tranche B Term Loans that are Base Rate Loans or LIBOR Loans with an Interest Period of one month (unless Administrative Agent shall, in its sole discretion, otherwise consent). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice notice, Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Swing Line ; PROVIDED that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it), shall be in an aggregate minimum amount of (y) $5,000,000 3,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line amount in the case of Term Loans made on any Funding Date shall be in an aggregate minimum amount of and (z) $1,000,000 and integral multiples of $500,000 in excess the case of that amountRevolving Loans. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding Date. Date (which shall be a Business Day), (ii) the amount of Revolving Loans may requested, (iii) whether such Revolving Loans shall be continued as or converted into Base Rate Loans and or Eurodollar Rate Loans Loans, and (iv) in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time case of any proposed borrowing under this subsection 2.1B; provided that such notice shall Loans requested to be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before made as Eurodollar Rate Loans, the applicable Funding Dateinitial Interest Period requested therefor. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent and Disbursement Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line DIP Loans made on any Funding Date shall be in an aggregate minimum amount of Two Hundred and Fifty Thousand Dollars ($1,000,000 250,000) and multiples of Ten Thousand Dollars ($500,000 10,000) in excess of that amount, or, if less, the remaining amount available in any Four weeks period under the Budget for such week. Whenever Company Borrower desires that Lenders DIP Lender make Revolving Loans it DIP Loans, Borrower shall deliver to Administrative Agent DIP Lender a duly executed Notice borrowing notice with an updated determination of Revolving Borrowing borrowing availability no later than 1:00 P.M. 10:00 a.m. (Minneapolis eastern time) at least three Business Days in advance of the proposed Funding Date one (in the case of a Eurodollar Rate Loan1) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowingsuch notice, Company Borrower may give Administrative Agent DIP Lender telephonic notice by the required time of any proposed borrowing under this subsection 2.1BSection 1.1(b); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing borrowing notice to Administrative Agent DIP Lender on or before the applicable Funding Date. Neither Administrative Agent nor any . (ii) DIP Lender shall not incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent ▇▇▇ ▇▇▇▇▇▇ believes in good faith to have been given by an Officer officer of Borrower or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 1.1(b), and upon the funding of DIP Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case DIP Lender in accordance with this Agreement, Agreement and pursuant to any such telephonic notice Company notice, Borrower shall have effected DIP Loans or a conversion or continuation, as the case may be, hereunder. Company . (iii) Borrower shall notify Administrative Agent DIP Lender prior to the funding of any Revolving DIP Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing borrowing notice is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving DIP Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewithnotice.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $1,000,000 250,000 in excess of that amount; provided that Loans made as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,500,000 and multiples of $250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 100,000 and multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Chase Co- Administrative Agent on behalf of Company a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Chase Co-Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Chase Co-Administrative Agent on or before the applicable Funding Date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Chase Co-Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 2,000,000 and multiples of $1,000,000 500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 250,000 and multiples of $500,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan), provided that any Notice of Borrowing with respect to any borrowings on the Closing Date may be delivered no later than 9:00 A.M. on the Closing Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 A.M. (Minneapolis New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the tenth Business Day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving the Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) at least three Eurodollar Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a an Alternate Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed The Notice of Revolving Borrowing no later than 1:00 P.M. shall specify (Minneapolis timei) on the proposed Funding DateDate (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Alternate Base Rate Loans or Eurodollar Rate Loans and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Alternate Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving (a) Any amount of Series A New Term Loans borrowed and subsequently repaid or prepaid may not be reborrowed. Series A New Term Loans that are Base Rate Loans shall be made on any Funding Date (other than Swing Line Loansin an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, Revolving and Series A New Term Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving that are Eurodollar Rate Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount . (b) Subject to Section 3.3(ii) of $1,000,000 and multiples of $500,000 in excess of that amount. Whenever Company this Agreement, whenever Borrower desires that Lenders make Revolving Series A New Term Loans it (the date of such drawing, a “Series A New Term Loan Draw Date”), Borrower shall deliver to Administrative Agent a duly fully executed Funding Notice of Revolving Borrowing (x) no later than 1:00 P.M. 11:00 a.m. (Minneapolis New York City time) with respect to Base Rate Loans and (z) at least three Business Days in advance of the proposed Funding prior to any Series A New Term Loan Draw Date (in the case of a with respect to any Series A New Term Loans which are Eurodollar Rate Loan) Loans (or at least one Business Day in advance of the proposed Funding Date (in the case of a such shorter period as may be acceptable to Administrative Agent); provided that, with respect to Series A New Term Loans that are Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line LoanLoans requested to be made on the Joinder Effective Date, it Borrower shall deliver to Administrative Agent a duly executed such Funding Notice of Revolving Borrowing no later than 1:00 P.M. 11:00 a.m. (Minneapolis New York City time) on the proposed Funding Joinder Effective Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Promptly upon receipt by Administrative Agent telephonic notice by of such Funding Notice, Administrative Agent shall notify each Lender of the required time of any proposed borrowing under this subsection 2.1B; provided that such notice borrowing. (c) Each Series A New Term Loan Lender shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing make its Series A New Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on any such Series A New Term Loan Draw Date, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent. Upon satisfaction or before waiver of the applicable Funding Date. Neither conditions precedent specified herein, Administrative Agent nor any Lender shall incur any liability make the proceeds of the Series A New Term Loan available to Company Borrower on the Series A New Term Loan Draw Date by causing an amount of same day funds in acting upon any telephonic notice referred Dollars equal to above that the proceeds of all such Loans received by Administrative Agent believes from Series A New Term Loan Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in good faith writing to have been given Administrative Agent by an Officer or other person authorized Borrower. (d) Notwithstanding anything herein to borrow on behalf the contrary, Borrower shall not be permitted to deliver a Funding Notice in respect of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSeries A New Term Loans, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect Series A New Term Loan Lenders shall not be required to any fund Series A New Term Loans pursuant to subsection 2.2Dtheir respective Series A New Term Loan Commitments, other than: (i) Series A New Term Loans in an aggregate principal amount of up to $134,000,000, on or after the date of the consummation of the ▇▇▇▇▇▇▇▇▇ Project Acquisition; (ii) Series A New Term Loans in an aggregate principal amount of up to $171,250,000, in the event the Stateline Project Acquisition shall consist of the acquisition of a 50% equity interest in FSAM DS, on or after the date of the consummation of the Stateline Project Acquisition; and (iii) Series A New Term Loans in an aggregate principal amount of up to $250,000,000, in the event the Stateline Project Acquisition shall consist of the acquisition of a 100% equity interest in FSAM DS, on or after the date of the consummation of the Stateline Project Acquisition; provided that, in each case in accordance with this Agreementcase, whether one or both of the ▇▇▇▇▇▇▇▇▇ Project Acquisition and Stateline Project Acquisition are consummated, the aggregate principal amount of Series A New Term Loans requested pursuant to any such telephonic notice Company Funding Notice and required to be funded by any Series A New Term Loan Lender, shall have effected Loans or a conversion or continuation, as not exceed the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any amount of the matters to which Company is required to certify in then outstanding Series A New Term Loan Commitments less the applicable Notice aggregate amount of Revolving Borrowing is no longer true and correct as of the applicable Funding Dateall outstanding Series A New Term Loans previously funded, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewithif any.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Swingline Lender pursuant to subsection 2.1A(ii) for the purposes of repaying any Refunded Swingline Loans or Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount; PROVIDED Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Swingline Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 noon (Minneapolis New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) ), or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Swingline Lender make a Swing Line LoanSwingline Loan under subsection 2.1A(ii), it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swingline Loans, that such Loans shall be Base Rate Loans, (iv) in the case of Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (v) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving BorrowingBorrowing as modified pursuant to the notice provided for in the first clause of this sentence (it being understood that the making of such Loans by Lenders shall not in any way be construed as a waiver by Lenders of any matter set forth in such notice). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.