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 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 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 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 LendersXxxxxxx, 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 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. 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. 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 (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. 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(ii2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount; provided that Loans made as Eurocurrency Rate Loans with a particular Interest Period 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 a Borrower desires that Lenders make Revolving Loans it Loans, the applicable 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 (i) three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Eurocurrency Rate LoanLoan denominated in Dollars), (ii) four (4) Business Days (or at least one five (5) Business Day Days in the case of a Special Notice Currency) in advance of the proposed Funding Date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (iii) on the proposed Funding Date (in the case of a Base Rate Loan) or, in the case of clauses (i), (ii) and (iii), such shorter period as approved by the Administrative Agent. 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. (Minneapolis New York City time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. If a Borrower fails to specify in the Notice of Borrowing whether the requested Loan shall be a Base Rate Loan or Eurocurrency Rate Loan, then the applicable Loans shall be made as Base Rate Loans. In lieu of delivering a Notice of Revolving Borrowing, Company the applicable 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 the 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 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 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 Eurocurrency 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. During the existence of an Event of Default, no Loan may be requested as a Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. For the avoidance of doubt, Co-Borrower shall not have any liability for any obligations of Company under the Loan Documents.

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. 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 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 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.. EXECUTION VERSION

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. 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 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 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 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 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 $1,000,000 200,000 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 3.3B3.3B 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. 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. 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) 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. 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. 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. 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 (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. The Term Loans shall initially be Base Rate Loans. 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 3.1 for the purpose of reimbursing any L/C Issuer 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 Credit issued by it) made on any Funding Date 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 Borrower desires that Lenders make 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 New York, New York 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 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 of Revolving Loans requested, (iii) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (iv) 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 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. 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 1,000,000 and integral multiples of $500,000 in excess of that amount; provided that Tranche A Term Loans, Tranche B 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 $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 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, 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.

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 amount1,000,000. The Company shall be permitted to request a Loan pursuant to this subsection 2.2B only four times during any 30 day period. 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 (in which shall be a Business Day), (ii) the case amount of a Loans requested, (iii) whether such Loans shall be Base Rate LoanLoans or Eurodollar Rate Loans (it being understood that all Loans shall be Eurodollar Rate Loans except as otherwise expressly permitted or required hereunder). Whenever Company desires that Swing Line Lender make , (iv) if such Loan is a Swing Line Eurodollar Rate Loan, it the initial Interest Period applicable thereto, (v) that 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 Loan will not cause the Total Utilization of the Commitments to exceed the Borrowing Base 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, 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. 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. 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) 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; provided that Tranche A Term Loans, Tranche B 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 $500,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall shall, unless otherwise agreed by Administrative Agent and Swing Line Lender from time to time, 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. 9:00 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. (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 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 The Loans made on any each Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Section 3.3B for the purpose of reimbursing Issuing 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 $500,000 100,000 in excess of that amount; provided that each Eurodollar Rate Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Whenever Company Subject to the next following paragraph, whenever 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. 9:00 A.M. (Minneapolis Pacific 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 a Eurodollar Rate Loan, 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 Section 2.2D. In lieu Unless Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a duly authorized officer or other Person authorized to borrow on behalf of Borrower, in which case Borrower shall confirm such request by delivering promptly a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice Borrowing with respect to such Loan in person or 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 telecopier to Administrative Agent on or before the applicable Funding DateAgent. Neither Administrative Agent nor any Lender shall incur any liability to Company any Loan Party in acting upon any such 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 2.2DSection 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 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 Sections 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.. C.

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 (i) with respect to Loans made as Base Rate Loans, $5,000,000 250,000 and multiples of $100,000 in excess of that amount and (ii) with respect to Loans made as Eurodollar Rate Loans, $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 $1,000,000 250,000 and multiples of $500,000 100,000 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 (i) in the case of a Eurodollar Rate Loan, no later than 1:00 P.M. 11:00 A.M. (Minneapolis Los Angeles time) at least three Business Days in advance of the proposed Funding Date and (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), no later than 10:00 A.M. (Los Angeles time) on the proposed Funding Date. 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. 11:00 A.M. (Minneapolis Los Angeles time) on the proposed Funding Date. Prior to the Closing Date, Borrower shall deliver a duly executed Notice of Borrowing respecting the Term Loan, indicating the amount, if any, of the Term Loan that will initially be comprised of a Base Rate Loan, and the amount or amounts, if any, of the Term Loan that will initially be comprised of Eurodollar Rate Loans, together with the amount and Interest Period of each such Eurodollar Rate Loan; provided that with respect to any such Eurodollar Rate Loans, Borrower shall have delivered to Administrative Agent such Notice of Borrowing and an executed funding indemnity letter in form and substance reasonably satisfactory to Administrative Agent at least three Business Days prior to the Closing Date. Revolving Loans and Loans comprising the Term Loan 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 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 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 Additional AXELs that are Eurodollar Rate AXELs with 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 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 When Company desires that Lenders make Revolving Loans Additional AXELs 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 Restatement Effective Date (in the case of a Additional AXELs that are Eurodollar Rate LoanAXELs) or at least one Business Day in advance of the proposed Funding Closing Date (in the case of a Additional AXELs that are Base Rate LoanAXELs). 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 DateRestatement Effective Date (which shall be a Business Day), (ii) the amount requested, (iii) whether such Additional AXELS shall be Base Rate AXELs or Eurodollar Rate AXELs and (iv) in the case of any Additional AXELS requested to be made as Eurodollar Rate AXELs, the initial Interest Period requested therefor. Revolving Loans Additional AXELs may be continued as or converted into Base Rate Loans AXELs and Eurodollar Rate Loans AXELs 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 Restatement Effective 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 Additional AXELs 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, Additional AXELs hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans Restatement Effective Date 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 Restatement Effective Date, and the acceptance by Company of the proceeds of any Revolving Loans Additional AXELs shall constitute a re-certification by Company, as of the applicable Funding Restatement Effective 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 Additional AXELs that are Eurodollar Rate Loan AXELs (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 $5,000,000 500,000 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 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 in an aggregate minimum amount of $2,000,000 and multiples of $250,000 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 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. 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 Company indicating that Lenders' primary syndication has been concluded, Company may only request the borrowing of Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one month. 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 2.2D, 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 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 ; 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 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 California 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 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. 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 $5,000,000 500,000 and integral multiples of $250,000 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 $1,000,000 250,000 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 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 90 days after the Closing Date, that such Loans shall be Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one-month 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 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 LIBOR Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that such amount. Whenever Company Borrower shall not have more than seven (7) LIBOR Loans in effect at any given time. On any day when any Borrower desires that Lenders make a Revolving Loans it Advance under this subsection 2.1, such Borrower shall deliver to Administrative give Collateral Agent written or telephonic notice of the proposed borrowing by 12:00 p.m. (noon) New York time one (1) Business Day in advance of 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 funding of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of , which notice shall specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan)Loans or LIBOR Loans, and for LIBOR Loans, the Interest Period applicable thereto and the estimated amount of the borrowing. Whenever Company desires that Swing Line Lender make Any such notice shall be confirmed with a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. by 12:00 p.m. (Minneapolis timenoon) New York time on the proposed Funding DateDate which shall include the exact requested amount of funding. Revolving Loans If the requested amount is greater than the estimated amount, Lenders shall not be obligated to advance the excess. If less than the estimated amount is requested and such discrepancy is $1,000,000 or less, Lenders, at election of Collateral Agent, may be continued as or converted into Base Rate Loans charge a fee equal to one days' interest on the amount not funded at one-half of the rate charged on the balance of such funding (plus one-half of the Collateral Management Fees); if less than the estimated amount is requested and Eurodollar Rate Loans in such discrepancy exceeds $1,000,000, Lenders, at election of Collateral Agent, may charge a fee equal to one days' interest on the manner provided in subsection 2.2D. In lieu amount not funded at the rate charged on the balance 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 Datefunding. Neither Administrative Collateral Agent nor any Lender shall incur any liability to Company in any Borrower for acting upon any telephonic notice referred to above or a Notice of Borrowing that Administrative Collateral 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 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect 2.1(D). Neither Collateral Agent nor any Lender will be required to make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic or written 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 Borrowing, unless all of the terms and conditions set forth in Section 3 (including the Conditions Rider, attached hereto and made a part hereof,) have been satisfied and Collateral Agent has also received the most recent Borrowing Base Certificate and other documents required under Section 5 and the Reporting Rider, attached hereto and made a part hereof, by 12:00 p.m. (noon) New York time on or prior to the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as such Borrower may from time to time designate to Collateral Agent in writing. The becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, 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 conversion toa Revolving Advance, or continuation which shall be a Base Rate Loan on the due date of, a Eurodollar Rate Loan and in the amount required to pay (as set forth on Collateral Agent's books and records), such principal, Letter of Credit reimbursement obligation, accrued interest, fees, compensation or telephonic notice in lieu thereof) any other amounts unless such amount shall have been paid by Borrowers on or prior to the date thereof and Collateral Agent shall be irrevocable and hereby is authorized to charge all such amounts as Revolving Advances to Borrowers' account (as set forth on Collateral Agent's books 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 therewithrecords).

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 $500,000 and multiples of $100,000 in excess of that amount; provided that Loans made as Eurocurrency Rate Loans with a particular Interest Period 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 a Borrower desires that Lenders make Revolving Loans it Loans, the applicable 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 (i) three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Eurocurrency Rate LoanLoan denominated in Dollars), (ii) four (4) Business Days (or at least one five (5) Business Day Days in the case of a Special Notice Currency) in advance of the proposed Funding Date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (iii) on the proposed Funding Date (in the case of a Base Rate Loan) or, in the case of clauses (i), (ii) and (iii), such shorter period as approved by the Administrative Agent. Whenever Company Globe desires that Swing Line Lender make a Swing Line Loan, it Globe 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. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. If a Borrower fails to specify in the Notice of Borrowing whether the requested Loan shall be a Base Rate Loan or Eurocurrency Rate Loan, then the applicable Loans shall be made as Base Rate Loans. In lieu of delivering a Notice of Revolving Borrowing, Company the applicable 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 the 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 or Globe, as applicable, 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 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 Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company and/or Globe, as applicable, shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. During the existence of an Event of Default, no Loan may be requested as a Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) without the consent of the Requisite Lenders.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans, or Domestic Sterling 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 or a Revolving Credit Guarantee issued by it) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amountamount in the case of Dollar Loans and shall be in an aggregate minimum amount of Pounds Sterling 500,000 and integral multiples of Pounds Sterling 100,000 in excess of that amount in the case of Sterling Loans; provided, however, that Floating Eurodollar Rate Loans, when available, may be made in a minimum amount of $1 and in integral multiples thereof. 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 50,000 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 the applicable Borrower a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) or 10:00 a.m.(London time), as applicable, (i) for Base Rate Loans, at least one Business Day in advance of the proposed Funding Date, (ii) for Eurodollar Rate Loans, at least three Business Days in advance of the proposed Funding Date Date, (in iii) for Domestic Sterling Rate Loans on the case of a Eurodollar Rate Loan) or at least one Business Day in advance day of the proposed Funding Date borrowing or (in iv) if at any time there shall be only one Lender making Loans to the case Borrowers hereunder, then the Company may request Floating Eurodollar Rate Loans (i) by delivery of a Base Rate Loan)Notice of Borrowing no later than 12:00 Noon (New York time) on the day of the proposed borrowing or (ii) as otherwise agreed to by the Company and the Agent. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent on behalf of U.S. Borrower 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) the Borrower to incur such Loans, (iv) whether such Loans are to be Dollar Loans or Sterling Loans, (v) in the case of Swing Line Loans that such Loans shall be Base Rate Loans, and (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans, or Domestic Sterling Rate Loans, the initial Interest Period requested therefor. Term Loans or Revolving Loans may be continued as or converted into Base Rate Loans, Eurodollar Rate Loans, Domestic Sterling Rate Loans and or, if applicable, Floating 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 or 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. 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) 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 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 $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. 10:00 A.M. (Minneapolis California 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 California 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 sixtieth 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 Working Capital Loans made on any Funding Date (other than Swing Line Loans, Revolving and Other Bridge Loans made pursuant to a request designated 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 Company as Working Capital 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 50,000 in excess of that amount; Acquisition Loans and Acquisition Bridge Loans shall be in an amount no greater than necessary to acquire the Eligible Asset(s) described in the related Notice of Borrowing less an amount equal to the Investment of Principal advanced to Company under the Warehouse Agreement for such Eligible Asset(s); Hedge Loans and Other Bridge Loans designated by Company as Hedge Loans shall be in an amount equal to the current Margin Excess; Interest Shortfall Loans and Other Bridge Loans designated by Company as Interest Shortfall Loans shall be in an amount not to exceed the difference between the Available Balance (as defined in the Paying Agent Agreement) in the Collection Account as of a Cut-Off Date and the amount to be distributed therefrom on the next succeeding Interest Payment Date, pursuant to Section 2.5 or Section 2.6, as the case may be, of the Warehouse Agreement; and Loans evidenced by the Interest Capitalization Notes and Hedge Interest Capitalization Notes shall be in the respective amounts calculated according to Section 2.2C of this Agreement; provided, however, that unless consented to by Requisite Lenders, Company shall use its best efforts to request Loans be made no more than once each month, and Loans shall be made on the next succeeding Interest Payment Date based on estimated requirements or on any other day of the month if the Loan is an Interim Hedge Loan or an Other Bridge Loan designated by Company as an Interim Hedge Loan. Whenever Company desires that Lenders make Revolving Loans an Interim Hedge Loan or an Other Bridge Loan designated by Company as an Interim Hedge Loan, it shall deliver to Administrative Agent each Lender a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 12:00 noon (Minneapolis New York time) on the Business Day at least three one (1) Business Day in advance of the proposed Funding Date, in which case Lenders shall fund such Loan by 12:00 noon (New York time) on the Funding Date. Whenever Company desires that Lenders make an Interest Shortfall Loan or an Other Bridge Loan designated by Company as an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 5:00 p.m. (New York time) on the Business Day at least two (2) Business Days in advance of the next succeeding Interest Payment Date, in which case Lenders shall fund such Loan by 5:30 p.m. (New York time) on the Funding Date, which shall be at least one (1) Business Day prior to the Interest Payment Date. Whenever Company desires that Lenders make any Loan other than an Interim Hedge Loan, Interest Shortfall Loan or an Other Bridge Loan designated by Company as either an Interim Hedge Loan or an Interest Shortfall Loan, it shall deliver to each Lender a Notice of Borrowing no later than 12:00 noon (New York time) on the Business Day at least two (2) Business Days in advance of the proposed Funding Date Date, in which case Lenders shall fund such Loan by 12:00 noon (in New York time) on the case Funding Date. The Notice of a Eurodollar Rate LoanBorrowing shall specify (i) or at least one Business Day in advance of the proposed Funding Date (which shall be a Business Day), (ii) whether the request is for an Acquisition Loan, an Acquisition Bridge Loan, an Interest Shortfall Loan, a Hedge Loan, a Working Capital Loan and/or an Other Bridge Loan (in which case, Company shall further specify whether such Other Bridge Loan is designated an Interest Shortfall Loan, a Hedge Loan and/or a Working Capital Loan), (iii) the total amount of Loans requested, (iv) the amount allocable to each Loan Category, (v) a description of the use of proceeds of the requested Loans (and in the case of Acquisition Loans, sufficient additional detail to describe the underlying transaction) and (vi) 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 reconciliation 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 use of any Revolving Loans in the event that any proceeds of the matters to which Company is required to certify in Loans, excluding any Working Capital Loans, made with 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 therewithpreceding borrowing."

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(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 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. (Minneapolis 12:00 Noon 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. 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. 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 Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that such amount. Whenever Company Borrower shall not have more than seven (7) LIBOR Loans in effect at any given time. (2) On any day when any Borrower desires that Lenders make a Revolving Loans it Advance under this subsection 2.1, such Borrower shall deliver to Administrative give Collateral Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) at least three Business Days in advance written or telephonic notice of the proposed Funding Date borrowing by 12:00 p.m. (in the case of a Eurodollar Rate Loannoon) or at least New York time one (1) Business Day in advance of the Funding Date of a Loan, which notice shall specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan)Loans or LIBOR Loans, for LIBOR Loans, the Interest Period applicable thereto and the estimated amount of the borrowing. Whenever Company desires that Swing Line Lender make Any such notice shall be confirmed with a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. by 12:00 p.m. (Minneapolis timenoon) New York time on the proposed Funding DateDate which shall include the exact requested amount of funding. Revolving Loans If the requested amount is greater than the estimated amount, Lenders shall not be obligated to advance the excess. If less than the estimated amount is requested and such discrepancy is $1,000,000 or less, Lenders, at election of Collateral Agent, may be continued as or converted into Base Rate Loans charge a fee equal to one days' interest on the amount not funded at one-half of the rate charged on the balance of such funding (plus one-half of the Collateral Management Fees); if less than the estimated amount is requested and Eurodollar Rate Loans in such discrepancy exceeds $1,000,000, Lenders, at election of Collateral Agent, may charge a fee equal to one days' interest on the manner provided in subsection 2.2D. In lieu amount not funded at the rate charged on the balance 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 Datefunding. Neither Administrative Collateral Agent nor any Lender shall incur any liability to Company in any Borrower for acting upon any telephonic notice referred to above or a Notice of Borrowing that Administrative Collateral 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 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect 2.1(D). Neither Collateral Agent nor any Lender will be required to make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic or written 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 Borrowing, unless all of the terms and conditions set forth in Section 3 (including the Conditions Rider, attached hereto and made a part hereof, have been satisfied and Collateral Agent has also received the most recent Borrowing Base Certificate and other documents required under Section 5 and the Reporting Rider, attached hereto and made a part hereof, by 12:00 p.m. (noon) New York time on or prior to the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as such Borrower may from time to time designate to Collateral Agent in writing. The becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, 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 conversion toa Revolving Advance, or continuation which shall be a Base Rate Loan on the due date of, a Eurodollar Rate Loan and in the amount required to pay (as set forth on Collateral Agent's books and records), such principal, Letter of Credit reimbursement obligation, accrued interest, fees, compensation or telephonic notice in lieu thereof) any other amounts unless such amount shall have been paid by Borrowers on or prior to the date thereof and Collateral Agent shall be irrevocable and hereby is authorized to charge all such amounts as Revolving Advances to Borrowers' account (as set forth on Collateral Agent's books 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 therewithrecords).

Borrowing Mechanics. Except for Revolving Loans made on any Funding Date (other than Swing Line Loansthe Effective 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 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans 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. (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 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 therefore, 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. 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 $5,000,000 500,000 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. 12:00 Noon (Minneapolis New York City time) at least three Business Days in advance of the proposed Funding Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day), (ii) the amount of each type of Loan requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of a any Loans requested to be made as Eurodollar Rate Loan) or at least one Business Day in advance of Loans, the proposed Funding Date (in the case of a Base Rate Loan)initial Interest Period requested therefor. 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, Company may give Administrative Agent telephonic notice by the required time of any the 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 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 the 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. 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 One Million Dollars ($1,000,000 1,000,000.00) and integral multiples of One Hundred Thousand Dollars ($500,000 100,000.00) in excess of that amount. Whenever Company the Borrower desires that Lenders the Banks make a Revolving Loans it Loan to the Borrower, the Borrower shall deliver to Administrative the Agent a duly executed Notice of Revolving Borrowing Certificate no later than 1:00 P.M. (Minneapolis time) 10:00 A.M. Louisville, Kentucky time at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or Loan and 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 The Borrowing Certificate shall be in the form of Exhibit D attached hereto and made a Swing Line Loan, it part hereof and 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, which must be a Business Day, (ii) whether the Revolving Loan shall be a Base Rate Loan or a LIBOR Rate Loan, (iii) in the case of any Revolving Loan requested to be made as a LIBOR Rate Loan, the initial Interest Period applicable thereto, (iv) that the amount of the proposed Revolving Loan will not cause the Total Utilization of Revolving Loan Commitments to exceed the amount of the aggregate Revolving Loan Commitments, and (v) that the amount of the proposed Revolving Loan will not cause the ratio of the Borrower's Consolidated Total Indebtedness, including the Total Utilization of Revolving Loan Commitments after taking into account the proposed Revolving Loan in the calculation thereof, as of the most recent Fiscal Quarter end, to the Borrower's Consolidated Theater Level Cash Flow for the four-Fiscal Quarter period ended as of such Fiscal Quarter end, to exceed the ratio set forth in Section 6.10 hereof. 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. Section 2.2D hereof. In lieu of delivering a Notice of Revolving Borrowingthe above-described Borrowing Certificate, Company the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed borrowing the requested Revolving Loan under this subsection Section 2.1B; provided that such notice shall be promptly confirmed in writing by the delivery of a duly executed Notice of Revolving Borrowing Certificate to Administrative the Agent on or before the applicable Funding Date. Neither Administrative the Agent nor any Lender Bank shall incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that Administrative which the 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 the Borrower or for otherwise acting in good faith under this subsection Section 2.1B or under subsection 2.2Dand, 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 Loan by the Banks in accordance with this Loan Agreement pursuant to any telephonic notice, the event that any of the matters to which Company is required to certify in the applicable Notice of Borrower shall have effected such 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 BorrowingLoan under this Loan Agreement. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6GG hereof, a Notice of Revolving Borrowing for, or Certificate for a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or a 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 obtain such LIBOR Rate Loan 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) (A) that are Base Rate Loans 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 and (B) that are Eurocurrency Rate Loans shall be in an aggregate minimum amount of $2,000,000 and 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 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. p.m. (Minneapolis New York time) (i) at least four Business Days in advance of the proposed Funding Date (in the case of a Eurocurrency Rate Loan denominated in a Foreign Currency), (ii) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Eurocurrency Rate LoanLoan demonstrated in Dollars) or and (iii) 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. p.m. (Minneapolis New York time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency 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 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 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 Eurocurrency 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 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. 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 3.3B3.3B for the purpose of reimbursing the Issuing Lender for the amount of a drawing under a Letter of Credit) shall be in an aggregate minimum amount of $500,000 and integral multiples of $10,000 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 $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 Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing substantially in the form of Exhibit I annexed hereto no later than 1:00 P.M. 9:00 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 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 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 in all material respects 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 Dateirrevocable, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Except for Revolving Loans made on any Funding Date (other than Swing Line Loansthe Effective 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 Effective Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Effective 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 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 $5,000,000 500,000 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 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 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 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 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 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 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 Restatement Date, 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 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 (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(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 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. 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 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it Loans, they 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) 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 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 Closing 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 therefore, and (v) information about the account of Borrowers 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 Borrowers 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 Datedate such notice was given. 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 2.2D2.1B, 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 Borrowers shall have effected Revolving 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 33 CREDIT AGREEMENT 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 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 Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans, Revolving 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) that are made as (i) Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount or (ii) Base Rate Loans shall be in an aggregate 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 $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans, Revolving Term Loans or Revolving Loans under subsection 2.1A, 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 LoanLoan under subsection 2.1A(iv), 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) 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, Revolving 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 2.2D, 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.borrow

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 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 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 $2,000,000 and multiples of $250,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or 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 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 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 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 2.6B, 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. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loan with an Interest Period of other than one month may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan with an Interest Period of other than one month until the earlier of the ninetieth day after the Closing Date and the date specified by Agent to Borrower on which the primary syndication of the Commitments and 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) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $5,000,000 100,000 and multiples of $100,000 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 $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 $1,000,000 100,000 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. 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 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. 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 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 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 37 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, 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 seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and 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) 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 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 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. 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 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. 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 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; 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. Revolving Loans and Canadian 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) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to a request by the Canadian Lender pursuant to subsection 2.1A(iii) for the purpose of repaying any Refunded Canadian 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 3,000,000 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 10,000 and integral multiples of $500,000 10,000 in excess of that amount. Whenever the Company desires that the Lenders make Revolving Loans it shall deliver to the 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); provided that, if the Notice of Borrowing is given by 11:00 A.M. (New York City time) on a proposed Funding Date, the Notice of Borrowing for a Base Rate Loan may be given on the proposed Funding Date. Whenever Company Wolverine Canada desires that the Canadian Lender make Canadian Loans it shall deliver to the Canadian Lender (with a copy to the Administrative Agent) a Notice of Borrowing no later than 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Canadian Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan); provided that, if the Notice of Borrowing is given by 11:00 A.M. (New York City time) on a proposed Funding Date, the Notice of Borrowing for a Base Rate Loan may be given on the proposed Funding Date. The Canadian Lender shall give notice to the Administrative Agent no later than 10:00 A.M. (New York City time) of the next Business Day or such other time as the Administrative Agent and the Canadian Lender may agree, of the amount of such Canadian Loan. The Company shall be deemed to have (y) requested that the Swing Line Lender make a Swing Line LoanLoan on each day that the Company has an overdraft in its automatic borrowing service account with the Swing Line Lender, it in an amount equal to such overdraft, and (z) certified as of each Funding Date that no Event of Default or Potential Event of Default shall deliver have occurred and be continuing and that each condition to a Loan set forth in subsection 4.2 is satisfied. The Swing Line Lender shall give notice to the 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 of the next Business Day or such other time as the Administrative Agent and the Swing Line Lender may agree of the amount of such Swing Line Loan. Each 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 any Loans made on the Closing Date. , that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans may not made on the Closing Date (but subject to the provisions of subsection 2.2A), whether such Loans shall 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.Loans

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(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) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans or 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) shall be in an aggregate minimum amount of $5,000,000 500,000 and integral multiples of $1,000,000 10,000 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 $10,000 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 10,000 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. p.m. (Minneapolis California 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 and no later than 10:30 a.m. (California 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. p.m. (Minneapolis California 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 may requested, (iii) in the case of any Loans made on the Closing Date and in the case of all Swing Line Loans, that such Loans shall be continued as or converted into Base Rate Loans, (iv) in the case of Loans not made on the Closing Date (other than Swing Line Loans), whether such Loans shall be Base Rate Loans and Eurodollar Rate Loans or LIBOR Loans, (v) in the manner provided case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor, and (vi) in subsection 2.2D. the case of any Loans, that after giving effect to such Loans the Total Utilization of Revolving Loan Commitments will not exceed the Revolving Loan Commitments then in effect. 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. Loans may be continued as or converted into Base Rate Loans or LIBOR Loans in the manner provided in subsection 2.2D. 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 2.6B2.6A, 2.6C 2.6B and 2.6G2.6F, 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 Date, and Company shall be bound obligated to make a borrowing or to effect a conversion or continuation in accordance therewiththerewith or, in the event Company retracts the applicable Notice of Borrowing prior to the funding of such Loan, to pay such amounts as shall be payable under subsection 2.6C if such borrowing does not occur as the result of such retraction.

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 amount. Whenever Company desires that Lenders make Revolving Loans it Parent shall deliver to the Administrative Agent a duly fully executed Borrowing Notice of Revolving Borrowing with respect to the Effective Date Term Loans no later than 1:00 P.M. 11:00 a.m. (Minneapolis New York City time), one (1) at least three Business Days in advance Day prior to the Effective Date or on such shorter notice as to which the Administrative Agent reasonably agrees. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed Funding Borrowing. (ii) No Borrowing Notice shall be required with respect to the Second Draw Term Loans. Each Lender with a Second Draw Term Loan Commitment hereby agrees to make the Second Draw Term Loans on the Second Draw Date without any requirement for further notice or satisfaction of any conditions precedent. (in iii) Each Lender shall make its Effective Date Term Loan available to 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 in an amount based on its Pro Rata Share of Borrowings under the Borrowing Notice of Revolving Borrowing no in accordance with Section 2.2 not later than 1:00 P.M. 12:00 p.m. (Minneapolis New York City time) on the proposed Funding Effective Date, by wire transfer of same day funds in Dollars, to the Principal Office designated by the Administrative Agent. Revolving Loans may be continued as Upon receipt of all requested funds and satisfaction or converted into Base Rate Loans and Eurodollar Rate Loans in waiver of the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowingconditions precedent specified herein, 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 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 make the proceeds of any Revolving the Effective Date Term Loans available to Parent on the Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited by wire transfer to the account of Parent as may be designated in writing to the Administrative Agent by Parent. (iv) Each Lender shall constitute a re-certification make its Second Draw Term Loan available to the Administrative Agent in an amount based on its Second Draw Term Loan Commitment in not later than 12:00 p.m. (New York City time) on the Second Draw Date, by Companywire transfer of same day funds in Dollars, as to the Principal Office designated by the Administrative Agent. Upon receipt of all requested funds, the Administrative Agent shall make the proceeds of the applicable Funding Date, as Second Draw Term Loans available to Parent on the Second Draw Date by causing an amount of same day funds in Dollars equal 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.39

Borrowing Mechanics. Revolving Loans (including any 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 Section 3.3B for the purpose of reimbursing the applicable Issuing Bank for the amount of a request drawing or payment under a Letter of Credit issued by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3Bit) 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 amount. 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 not later than 1:00 P.M. p.m. (Minneapolis New York time) on the proposed Funding Date; provided, that, in the case of any Loan requested as a Fixed Rate Loan, the Borrowers shall deliver such Notice of Borrowing not later than 1:00 p.m. (New York time), at least three 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 (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 a Base any Loans requested to be made as Eurodollar Rate Loan)Loans or CDOR Rate Loans, the initial Interest Period requested, and (v) remittance instructions applicable for the Loans 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, 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. 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) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period 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 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. 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 no later than 11:00 a.m. (New York City time) on 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 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. 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 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 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. 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 $5,000,000 500,000 and integral multiples of $1,000,000 100,000 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 $500,000 and integral 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 $1,000,000 100,000 and integral multiples of $500,000 25,000 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. 12:00 Noon (Minneapolis New York City 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 may requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall 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.Loans,

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(iv) 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 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 Lenders, and upon conversion Lenders or continuation of the applicable basis for determining the interest rate with respect to any Swing Line Loans pursuant to subsection 2.2D, in each case by Swing Line Lender 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 or Swing Line Loans if any of the matters to which Company Borrower is required (and, if applicable, Swing Line Lender) 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 or Swing Line 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 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 and multiples of $1,000,000 in excess of that amount. Loans made as Eurodollar Rate Loans on any Funding Date with a particular Interest Period shall be in an aggregate minimum amount equal to or in excess of $5,000,000. Swing Line Loans made on any Funding Date shall may be in an any 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 2:00 P.M. (Minneapolis New York City time) at least (i) three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least (ii) 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 LoanLoan (other than pursuant to subsection 2.1A(iii)(e)), 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 2:00 P.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 (or in the case of Swing Line Loans, 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 duly executed Notice of Revolving Borrowing to Administrative Agent (and 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 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) 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 in all material respects 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 Datedate such Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, is delivered and 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 $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount; provided that Tranche A Term Loans or Tranche B 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 $3,000,000 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 $1,000,000 100,000 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. 11:00 A.M. (Minneapolis Charlotte, North Carolina 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 Charlotte, North Carolina 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, any Loans made on the Closing Date, and any Tranche A Term Loans made on the Tranche A Term Loan Commitment Termination Date, that such Loans shall be Base Rate Loans, (iv) in the case of Term Loans and Revolving Loans in each case not made on the Closing Date or in the case of Tranche A Term Loans not made on the Tranche A Term Loan Commitment Termination 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. 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) 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; provided that Term Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount equal to or in excess of $5,000,000. Swing Line Loans made on any Funding Date shall may be in an any 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 2:00 P.M. (Minneapolis New York City time) at least (i) three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan); or (ii) 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 LoanLoan (other than pursuant to subsection 2.1A(iv)(e)), 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 2:00 P.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 (or in the case of Swing Line Loans, 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 duly executed Notice of Revolving Borrowing to Administrative Agent (and Swing Line Lender, in the case of 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 (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) 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 in all material respects 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) (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 Swingline 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 Lenders make Revolving Loans it shall deliver to the Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis i) 10:00 A.M. (California time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or and (ii) 10:00 A.M. (California time) at least one Business Day in advance of 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 Loan, it shall deliver to the Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. 10:00 A.M. (Minneapolis California 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 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 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 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 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 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 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) shall be in an aggregate minimum amount of $5,000,000 1,000,000 and multiples of $1,000,000 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 $2,500,000 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 $1,000,000 250,000 and integral multiples of $500,000 250,000 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 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. 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 Effective Date, that such Loans shall be Base Rate Loans, (iv) in the case of Term Loans and Revolving Loans not made on the Effective 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 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.. C.

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 multiples of $1,000,000 100,000 in excess of that amount. Swing Line 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 $500,000 100,000 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. (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 may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B2.1D; 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, hereunderCompany. 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, Working Capital 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 Working Capital 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 $500,000 in excess of that amount; provided Revolving Loans made on any Funding Date as Eurodollar -------- Rate Loans or Term Loans made on any Funding Date as Eurodollar Rate Loans or Canadian Eurodollar Rate Loans, as the case may be, with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral 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 $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company any 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 Rate Loan or Canadian Eurodollar Rate Loan, as the case may be) or no later than 12:00 Noon (New York City time) at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan) or no later than 12:00 Noon (Toronto time) at least one Business Day in advance of the proposed Funding Date (in the case of a Canadian 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 Borrower, (ii) the proposed Funding Date (which shall be a Business Day), (iii) the amount and type of Loans requested, (iv) in the case of Loans made on the Closing Date, that such Loans shall be Base Rate Loans or Canadian Base Rate Loans, as applicable, (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, (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor, (vii) in the case of Acquisition Loans prior to the Acquisition Loan Conversion Date, that, after giving effect to the requested Loans, the Acquisition Loans will not exceed the Acquisition Revolving Loan Commitments, (viii) in the case of Working Capital Revolving Loans, that, after giving effect to the requested Loans, the Total Utilization of Working Capital Revolving Loan Commitments will not exceed the Working Capital Revolving Loan Commitments and (ix) that after giving effect to the requested Loans, that Company's Consolidated Fixed Charge Coverage Ratio (as that term is defined in the Subordinated Note Indenture) will be greater than 2.25 to 1.00. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Canadian Term Loans may be continued as or converted into Canadian Base Rate Loans and Canadian Eurodollar Rate Loans in the manner provided in subsection 2.2D. 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 such Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The applicable 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 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. 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 Canadian Eurodollar Rate Loan, as the case may be, (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable 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(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 $5,000,000 500,000 and integral multiples of $1,000,000 100,000 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 $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 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 they 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 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. 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, that such Loans shall be Base Rate Loans, (iv) in the case of Term Loans and Revolving 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 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 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. 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.