Common use of Procedure for Loans Clause in Contracts

Procedure for Loans. Any request by the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. (Minneapolis time) two Eurodollar Business Days prior to the requested Revolving Loan Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. (Minneapolis time) on the requested Revolving Loan Date if the Revolving Loans are requested as Base Rate Advances. Each request for Revolving Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (a) the requested Revolving Loan Date, (b) the aggregate amount of the Revolving Loans to be made on such date which shall be in a minimum amount of $1,000,000 for Base Rate Advances or $5,000,000 for Eurodollar Rate Advances, (c) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s record of the terms of such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share of the requested Revolving Loans. On the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. (Minneapolis time) on the requested Revolving Loan Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (provided, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving Loan, on demand, from the Borrower, without prejudice to the Agent’s and the Borrower’s rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

Procedure for Loans. Any request (a) The Borrower may borrow Loans by giving a Loan Request telephonically, to the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Administrative Agent not later than 11:00 A.M. 10:30 A.M., New York City time (Minneapolis to be confirmed in writing in substantially the form of Exhibit A not later than 12:00 P.M., New York City time, on the same day), (i) two on the Borrowing Date therefor with respect to any ABR Loan and (ii) at least three Eurodollar Business Days prior before the Borrowing Date with respect to the requested Revolving Loan Date if the Revolving any Eurodollar Loan. Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. (Minneapolis time) on the requested Revolving Loan Date if the Revolving Loans are requested as Base Rate Advances. Each request for Revolving Loans hereunder shall be irrevocable and shall in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof (except that such borrowing of ABR Loans may be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (a) the requested Revolving Loan Date, (b) the aggregate amount of the Revolving Loans to be made on such date which shall be in a minimum amount unused portion of $1,000,000 for Base Rate Advances or $5,000,000 for Eurodollar Rate Advances, the Total Commitment). (cb) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying Upon receipt of any Loan Request from the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate AdvancesBorrower, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s record of the terms of such telephone request. The Administrative Agent shall promptly notify forthwith give notice to each other Bank of the receipt of substance thereof. Not later than 2:00 P.M., New York City time, on the Borrowing Date specified in such request, the matters specified therein, and of such Bank’s ratable share of the requested Revolving Loans. On the date of the requested Revolving LoansLoan Request, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower Administrative Agent in immediately available funds at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. (Minneapolis time) on the requested Revolving Loan Date the amount Applicable Lending Office of the requested Revolving Loans. If Administrative Agent (or, if the Administrative Agent has made specified a Revolving Loan different address in the notice referred to above, at such address), such Bank’s Pro Rata Share of the Loans requested. (c) Upon receipt by the Administrative Agent of such funds (and to the extent received by it from the various Banks), the Administrative Agent shall disburse to the Borrower on the requested Borrowing Date the Loans requested in such Loan Request. The Administrative Agent may, but shall not be required to, advance on behalf of a any Bank but has not received the amount such Bank’s Pro Rata Share of such Revolving Loan from such Bank by the time herein required, Loans on a Borrowing Date unless such Bank shall pay interest have notified the Administrative Agent prior to the Agent on the amount so advanced at the overnight Federal Funds rate from the date such Borrowing Date that it does not intend to make available its Pro Rata Share of such Revolving Loan to the date funds are received by the Agent from Loans on such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (provided, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan)date. If the Administrative Agent does not receive payment from makes such Bank by the next Business Day after the date of any Revolving Loanan advance, the Administrative Agent shall be entitled to recover such Revolving Loanamount on demand from the Bank on whose behalf such advance was made, with interest thereon at and if such Bank does not pay the rate (or rates) then applicable to Administrative Agent the amount of such Revolving Loan, on advance upon demand, from the Borrower shall promptly repay such amount to the Administrative Agent, acting for the Banks. Until such amount is repaid to the Administrative Agent by such Bank or the Borrower, without prejudice such advance shall be deemed for all purposes to be a Loan made by the Administrative Agent. The Administrative Agent shall be entitled to recover from the Bank or the Borrower, as the case may be, interest on the amount advanced by it for each day from the Borrowing Date therefor until repaid to the Agent’s and Administrative Agent at a rate per annum equal to (i) in the Borrower’s rights against such case of an amount recovered from any Bank. If such Bank pays , the Agent the amount herein required with interest at the overnight Federal Funds rate before Rate or (ii) in the Agent has case of an amount recovered from the Borrower, the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 3.02. The failure of any Bank to make any Loan to be made by it on any Borrowing Date shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on such Borrowing Date, and neither the Administrative Agent nor any other Bank shall be entitled responsible for the failure by such Bank to make the interest payable Loan to be made by the Borrower with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving LoanBank on such Borrowing Date.

Procedure for Loans. Any request by the Borrower for an ------------------- Advance on the Revolving Loans Loan hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two Eurodollar Business Days prior to the requested Revolving Loan Advance Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) on the requested Revolving Loan Advance Date if the Revolving Loans Advances are requested as Base Reference Rate Advances. Each request for Revolving Loans an Advance hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Advance Date and after giving effect to the requested Revolving Loans Advance the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans an Advance hereunder shall specify (a) the requested Revolving Loan Date, Advance Date and (b) the aggregate amount of the Revolving Loans to be made on such date Advance which shall be in a minimum amount of $1,000,000 500,000 in the aggregate for Base Rate Advances or $5,000,000 for Eurodollar Rate Advancesall Banks, (c) whether such Revolving Loans Advances are to be funded as Base Reference Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans Advances are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans an Advance hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s 's record of the terms of such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s 's ratable share of the requested Revolving Loans. On the date of the requested Revolving LoansAdvances, each Bank shall provide its share of the requested Revolving Loans Advances to the Agent in Immediately Available Funds not later than 1:00 P.M. 2:00 p.m., (Minneapolis time)) on the requested Advance Date. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at the Agent’s 's principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. 5:00 p.m. (Minneapolis time) on the requested Revolving Loan Advance Date the amount of the requested Revolving LoansAdvances. If the Agent has made a Revolving Loan an Advance to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan Advance from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan Advance to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan Advance (provided, however, that the Agent shall not make any Revolving Loan Advance on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving LoanAdvance). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving LoanAdvance, the Agent shall be entitled to recover such Revolving LoanAdvance, with interest thereon at the rate (or rates) then applicable to the such Revolving LoanAdvance, on demand, from the Borrower, without prejudice to the Agent’s 's and the Borrower’s 's rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan Advance in question accruing from the date the Agent made such Revolving LoanAdvance.

Procedure for Loans. Any request by the Borrower for an ------------------- Advance on the Revolving Loans Loan hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis Chicago time) two three Eurodollar Business Days prior to the requested Revolving Loan Advance Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis Chicago time) on the requested Revolving Loan Advance Date if the Revolving Loans Advances are requested as Base Reference Rate Advances. Each request for Revolving Loans an Advance hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Advance Date and after giving effect to the requested Revolving Loans Advance the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans an Advance hereunder shall specify (a) the requested Revolving Loan Date, Advance Date and (b) the aggregate amount of the Revolving Loans to be made on such date Advance which shall be in a minimum amount of $1,000,000 500,000 in the aggregate for Base Rate Advances or $5,000,000 for Eurodollar Rate Advancesall Banks, (c) whether such Revolving Loans Advances are to be funded as Base Reference Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans Advances are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans an Advance hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s 's record of the terms of such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s 's ratable share of the requested Revolving Loans. On the date of the requested Revolving LoansAdvances, each Bank shall provide its share of the requested Revolving Loans Advances to the Agent in Immediately Available Funds not later than 1:00 P.M. 2:00 p.m., (Minneapolis Chicago time)) on the requested Advance Date. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at the Agent’s 's principal office in MinneapolisChicago, Minnesota Illinois in Immediately Available Funds not later than 2:00 P.M. 5:00 p.m. (Minneapolis Chicago time) on the requested Revolving Loan Advance Date the amount of the requested Revolving LoansAdvances. If the Agent has made a Revolving Loan an Advance to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan Advance from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan Advance to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan Advance (provided, however, that the Agent shall not make any Revolving Loan Advance on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving LoanAdvance). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving LoanAdvance, the Agent shall be entitled to recover such Revolving LoanAdvance, with interest thereon at the rate (or rates) then applicable to the such Revolving LoanAdvance, on demand, from the Borrower, without prejudice to the Agent’s 's and the Borrower’s 's rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan Advance in question accruing from the date the Agent made such Revolving LoanAdvance.

Procedure for Loans. Any request by Prior to the Maturity Date, Borrower for Revolving may borrow Loans hereunder under the Credit Facility on any Business Day in an aggregate principal amount not exceeding the lesser of (A) the aggregate Unused Commitments then in effect and (B) the Available Commitment then in effect minus the Aggregate Outstanding Extensions of Credit of all Lenders, provided that Borrower shall be in writing or by telephone and give Administrative Agent irrevocable Requisition (which Requisition must be given so as to be received by the Administrative Agent not later than 11:00 A.M. prior to 10:00 a.m., New York time, four (Minneapolis time4) two Eurodollar Business Days prior to the requested Revolving Loan Date if Borrowing Date, which shall include a certification of Borrower specifying (i) the Revolving Loans amount to be borrowed, (ii) the requested Borrowing Date, and (iii) in reasonable detail, the Approved Use for which such borrowing is being made and representing that such Approved Use is in compliance in all respects with the terms of the Operating Agreement, the Stockholders Agreement and the Credit Documents. Administrative Agent, upon its receipt and approval of the request for a borrowing of Loans, will notify all Lenders either by telephone or any portion thereof) are requested as Eurodollar Rate Advances and not facsimile. Not later than 11:00 A.M. 10:00 a.m. (Minneapolis New York time) on the requested Revolving Loan Date if the Revolving Loans are requested as Base Rate Advances. Each request for Revolving Loans hereunder shall be irrevocable applicable Borrowing Date, each Lender shall, through its Applicable Lending Office and shall be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect subject to the requested Revolving Loans conditions of this Agreement, make its Pro Rata Share of the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (a) the requested Revolving Loan Date, (b) the aggregate total amount of the Revolving Loans Loan to be made on such date which shall be Borrowing Date available to Administrative Agent, at Administrative Agent’s Office and in a minimum immediately available funds for the account of Borrower. The amount so received by Administrative Agent shall, subject to the conditions of $1,000,000 for Base Rate Advances or $5,000,000 for Eurodollar Rate Advancesthis Agreement, (c) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choiceavailable to Borrower, specifying the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate Advancesimmediately available funds, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Administrative Agent’s record crediting an account of the terms of Borrower designated by Borrower in its Requisition for such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share of the requested Revolving Loans. On the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans Notwithstanding anything to the Agent in Immediately Available Funds not later than 1:00 P.M. contrary contained herein, Borrower and Lenders acknowledge that (Minneapolis time). Unless i) the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. (Minneapolis time) on the requested Revolving Loan Date the full amount of the requested Revolving Loans. If Loans was advanced under the Agent has made a Revolving Loan to the Borrower on behalf Original Agreement and is outstanding as of a Bank but has not received the amount of such Revolving Loan from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan hereof and (provided, that the Agent shall ii) Borrower is not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving Loan, on demand, from the Borrower, without prejudice to the Agent’s and the Borrower’s rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.any further advances hereunder

Procedure for Loans. Any request by the Borrower for Revolving Loans Company to borrow hereunder shall be in writing made to the Agent by telephone, promptly confirmed by giving the Agent a Notice of Borrowing, Continuation or by telephone Conversion, and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two three Eurodollar Business Days prior to the requested Revolving Loan Borrowing Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) on the requested Revolving Loan Borrowing Date if the Revolving Loans are requested as Base Prime Rate Advances. Each request for Revolving Loans to borrow hereunder shall be irrevocable and shall be deemed a representation by the Borrower Company that on the requested Revolving Loan Borrowing Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Section 2.1 and Article III have been and will be satisfied. Each request for Revolving Loans to borrow hereunder shall specify (a) the requested Revolving Loan Borrowing Date, (b) the aggregate amount of the Revolving Loans to be made on such date date, which shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 for Base Rate Advances in excess thereof, to the extent such Loans are to be funded as Eurodollar Advances, or $5,000,000 for Eurodollar 2,000,000 or an integral multiple of $500,000 in excess thereof to the extent such Loans are to be funded as Prime Rate Advances, (c) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choiceas Prime Rate Advances or as Eurodollar Advances, specifying the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided. Without in any way limiting the Company’s obligation to confirm in writing any telephone request to borrow hereunder, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The the Agent may rely on any telephone such request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower Company hereby waives any claim against the right to Agent or the Banks based on a dispute with the Agent’s record of the terms of such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share Pro Rata Share of the requested Revolving Loans. On the date of the requested Revolving LoansBorrowing Date, each Bank shall provide its share of any requested Loans at the requested Revolving Loans to principal office of the Agent in Immediately Available Funds Minneapolis, Minnesota not later than 1:00 2:30 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower Company at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 4:00 P.M. (Minneapolis time) on the requested Revolving Loan Borrowing Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan (or a Federal Reserve Bank reference number for the wire transfer of the amount of such Loan) from such Bank by 4:00 P.M. (Minneapolis time) on the time herein requiredrequested Borrowing Date, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate Rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (provided, however, that the Agent shall not make any Revolving Loan Loans on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to the such Revolving Loan, on demand, from the BorrowerCompany, without prejudice to the Agent’s and the BorrowerCompany’s rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate Rate before the Agent has recovered from the BorrowerCompany, such Bank shall be entitled to the interest payable by the Borrower Company with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

Procedure for Loans. (a) Any request by the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two Eurodollar Business Days prior to the requested Revolving Loan Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Term SOFR Advances and not later than 11:00 A.M. 3:00 p.m. (Minneapolis time) on the requested Revolving Loan Date if the Revolving Loans are requested as Base Rate Advances. . (b) Any request by the borrower for Swing Line Loans shall be in writing or by telephone and must be given so as to be received by the Swing Line Bank not later than 3:00 p.m., Minneapolis time, on the Loan Date of the requested Swing Line Loan, provided, however, that the Swing Line Bank and the Borrower may, from time to time, enter into mutually acceptable arrangements for notices of funding, funding and repayment of the Swing Line Loans under the Swing Line Bank's "sweep" program which may vary from the requirements of this paragraph and Section 2.21. (c) Each request for Revolving Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III 3 have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (ai) the requested Revolving Loan Date, (bii) the aggregate amount of the Revolving Loans to be made on such date which shall be in a minimum amount of $1,000,000 for Base Rate Advances or $5,000,000 for Eurodollar Rate Advances100,000 or, if more, an integral multiple thereof, provided, however, that Swing Line Loans may be in any amount requested by the Borrower, (ciii) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Term SOFR Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (div) in the case of Eurodollar Rate Term SOFR Advances, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s 's record of the terms of such telephone request. request absent manifest error. (d) The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s 's ratable share of the requested Revolving Loans. On the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (2:00 p.m., Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III 3 has not been satisfied, the Agent will make available to the Borrower at the Agent’s 's principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. p.m. (Minneapolis time) on the requested Revolving Loan Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has does not received the amount of such Revolving Loan receive funding from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such any Bank of the principal amount its Revolving Percentage of such Revolving Loan (provided, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving LoanLoan (but not including any funding losses with respect to such Revolving Loan that is a Term SOFR Advance), on demand, from the Borrower, without prejudice to the Agent’s 's and the Borrower’s 's rights against such non-funding Bank. If Such Bank's obligations in respect of such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan funding are set forth in question accruing from the date the Agent made such Revolving LoanSection 2.30 hereof.

Procedure for Loans. Any request by the Borrower for Revolving Loans Company to borrow hereunder shall be in writing made to the Agent by telephone, promptly confirmed by giving the Agent a Notice of Borrowing, Continuation or by telephone Conversion, and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two three Eurodollar Business Days prior to the requested Revolving Loan Borrowing Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) on the requested Revolving Loan Borrowing Date if the Revolving Loans are requested as Base Reference Rate Advances. Each request for Revolving Loans to borrow hereunder shall be irrevocable and shall be deemed a representation by the Borrower Company that on the requested Revolving Loan Borrowing Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Section 2.01 and Article III have been and will be satisfied. Each request for Revolving Loans to borrow hereunder shall specify (a) the requested Revolving Loan Borrowing Date, (b) the aggregate amount of the Revolving Loans to be made on such date date, which shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 for Base Rate Advances in excess thereof, to the extent such Loans are to be funded as Eurodollar Advances, or $5,000,000 for Eurodollar 2,000,000 or an integral multiple of $500,000 in excess thereof to the extent such Loans are to be funded as Reference Rate Advances, (c) whether such Revolving Loans are to be funded as Base made, Reference Rate Advances or Eurodollar Rate Advances (andAdvances, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (d) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided. Without in any way limiting the Company's obligation to confirm in writing any telephone request to borrow hereunder, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The the Agent may rely on any telephone such request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower Company hereby waives any claim against the right to Agent or the Banks based on a dispute with the Agent’s 's record of the terms of such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share 's Pro Rata Share of the requested Revolving Loans. On the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower Company at the Agent’s 's principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 4:00 P.M. (Minneapolis time) on the requested Revolving Loan Borrowing Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan (or a Federal Reserve Bank reference number for the wire transfer of the amount of such Loan) from such Bank by 4:00 P.M. (Minneapolis time) on the time herein requiredrequested Borrowing Date, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate Rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (providedPROVIDED, HOWEVER, that the Agent shall not make any Revolving Loan Loans on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to the such Revolving Loan, on demand, from the BorrowerCompany, without prejudice to the Agent’s 's and the Borrower’s Company's rights against such Bank. If such Bank pays pay the Agent the amount herein required with interest at the overnight Federal Funds rate Rate before the Agent has recovered from the BorrowerCompany, such Bank shall be entitled to the interest payable by the Borrower Company with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

Procedure for Loans. Any (a) Except as otherwise provided herein, the Borrowers may, from time to time prior to the Conversion Date, request the Lenders to make Revolver Loans by delivering to the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent Administrative Agent, not later than 11:00 A.M. a.m., Philadelphia time, (Minneapolis timei) two Eurodollar three (3) Business Days prior to the requested Revolving proposed Borrowing Date with respect to the making of a Loan to which the LIBOR Rate applies and (ii) the Business Day of the proposed Borrowing Date if with respect to the Revolving Loans (making of a Loan to which the Base Rate applies, of a duly completed Notice of Borrowing or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. (Minneapolis time) a request by telephone immediately confirmed in writing, it being understood that the Administrative Agent may rely on the requested Revolving Loan Date if authority of any individual making such a telephonic request without the Revolving Loans are requested as Base Rate Advancesnecessity of receipt of such written confirmation. Each request for Revolving Loans hereunder Notice of Borrowing shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (ai) the requested Revolving Loan proposed Borrowing Date, ; (bii) the aggregate amount of the Revolving proposed Revolver Loans to be made on such date comprising each Tranche, the amount of which shall be in a minimum amount integral multiples of $1,000,000 for 100,000 and not less than $500,000 or, if less, the maximum amount available under the Commitments; (iii) whether the LIBOR Rate or Base Rate Advances or $5,000,000 for Eurodollar Rate Advances, (c) whether such Revolving shall apply to the proposed Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one comprising the applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) Tranche; and (div) in the case of Eurodollar a Tranche to which the LIBOR Rate Advancesapplies, the duration of the initial Interest Period applicable thereto; providedfor the proposed Loans comprising such Tranche. Notwithstanding anything to the contrary herein, that no Revolving from and after January 1, 2013 (i) Revolver Loans may only be borrowed on the first Business Day of each month and (ii) subject to Section 2.5(a)(II) and (III) and Section 2.13, all Revolver Loans shall be funded LIBOR Loans with an Interest Period of one month and (iii) as Eurodollar Rate Advances if required above, any Notice of Borrowing must be delivered to the Administrative Agent no later than 11:00 a.m., Philadelphia time, three Business Days prior to the proposed Borrowing Date. (b) The Administrative Agent shall, promptly after receipt by it of a Default or Event Notice of Default has occurred and is continuing. The Agent may rely on any telephone request by Borrowing pursuant to this Section 2.4, notify the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s record Lenders of the terms of such telephone request. The Agent shall promptly notify each other Bank of the its receipt of such request, Notice of Borrowing specifying: (i) the matters specified therein, proposed Borrowing Date and the time and method of disbursement of the Loans requested thereby; (ii) the amount and Type of each such Loan and the applicable Interest Period (if any); and (iii) the apportionment among the Lenders of such Bank’s ratable share Loans as determined by the Administrative Agent in accordance with Section 2.2. Subject to the terms and conditions hereof, each Lender shall remit the principal amount of each Loan to the Administrative Agent at the Principal Office prior to 2:00 p.m., Philadelphia time on the Borrowing Date requested by the Borrowers in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrowers by the Administrative Agent crediting the account of the requested Revolving LoansCompany on the books of the office specified in subsection 9.2 with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. On Unless the Administrative Agent shall have received notice from a Lender prior to the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds any borrowing that such Lender will not later than 1:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at Administrative Agent such Lender’s portion of such borrowing, the Agent’s principal office Administrative Agent may assume that such Lender has made such portion available in Minneapolisaccordance with this subsection 2.4(b) and the Administrative Agent may, Minnesota in Immediately Available Funds not later than 2:00 P.M. (Minneapolis time) reliance upon such assumption, make available to the Borrowers on the requested Revolving Loan Date the amount of the requested Revolving Loanssuch date a corresponding amount. If the Agent has made a Revolving Loan and to the Borrower on behalf of a Bank but has extent that any Lender shall not received the amount have made such Lender’s pro rata portion of such Revolving Loan from such Bank by borrowing available to the time herein requiredAdministrative Agent, such Bank shall pay interest to Lender and the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan Borrowers (provided, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving Loan, on demand, from the Borrower, without prejudice to the Agent’s and the Borrower’s Borrowers’ rights against such BankLender) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate, provided, that, if such Lender shall not pay such amount within three (3) Business Days of such Borrowing Date, the interest rate on such overdue amount shall, at the expiration of such three (3) Business Day period, be the rate per annum applicable to Base Rate Loans. If such Bank pays Lender shall repay to the Administrative Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrowersuch corresponding amount, such Bank amount shall constitute such Lender’s Loan as part of such borrowing for purposes of this Agreement. (c) Subject to the last sentence of Section 2.4(a) above, if in a Notice of Borrowing no election as to the Type of Loan is specified in any such notice, then the requested Loan shall be entitled to the interest payable by the Borrower a Base Rate Loan. If a LIBOR Loan is requested but no Interest Period with respect to such Loan is specified in any such notice, then the Revolving Loan in question accruing from the date the Agent made such Revolving LoanBorrowers shall be deemed to have selected an Interest Period of one month’s duration.

Procedure for Loans. Any request by the Borrower for Revolving Loans Company to borrow hereunder shall be in writing made to the Agent by telephone, promptly confirmed by giving the Agent a Notice of Borrowing, Continuation or by telephone Conversion, and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two three Eurodollar Business Days prior to the requested Revolving Loan Borrowing Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) on the requested Revolving Loan Borrowing Date if the Revolving Loans are requested as Base Reference Rate AdvancesAdvances or Swing-Line Loans. Each request for Revolving Loans to borrow hereunder shall be irrevocable and shall be deemed a representation by the Borrower Company that on the requested Revolving Loan Borrowing Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Section 2.01(a) and Article III have been and will be satisfied. Each request for Revolving Loans to borrow hereunder shall specify (a) the requested Revolving Loan Borrowing Date, (b) the aggregate amount of the Revolving Loans to be made on such date date, which shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 for Base in excess thereof, to the extent such Loans are to be funded as Eurodollar Advances, or $2,000,000 or an integral multiple of $500,000 in excess thereof to the extent such Loans are to be funded as Reference Rate Advances or $5,000,000 for Eurodollar Rate AdvancesSwing-Line Loans, (c) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choiceas Swing-Line Loans, specifying the amount to which each interest rate choice is applicable) Reference Rate Advances or Eurodollar Advances, and (d) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided. Without in any way limiting the Company's obligation to confirm in writing any telephone request to borrow hereunder, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The the Agent may rely on any telephone such request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower Company hereby waives any claim against the right to Agent or the Banks based on a dispute with the Agent’s 's record of the terms of such telephone request. The Except in the case of requests for Swing-Line Loans, the Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share 's Pro Rata Share of the requested Revolving LoansLoans on the date it receives such request. On the date of the requested Revolving LoansBorrowing Date, each Bank shall provide its share Pro Rata Share of the requested Revolving Loans or, in the case of Swing-Line Loans, U.S. Bank shall, to the extent it determines to do so, provide the amount of the requested Swing-Line Loans, to the Agent in Immediately Available Funds not later than 1:00 4:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower Company at the Agent’s 's principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 4:00 P.M. (Minneapolis time) on the requested Revolving Loan Borrowing Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan (or a Federal Reserve Bank reference number for the wire transfer of the amount of such Loan) from such Bank by 4:00 P.M. (Minneapolis time) on the time herein requiredrequested Borrowing Date, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate Rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (providedPROVIDED, HOWEVER, that the Agent shall not make any Revolving Loan Loans on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to the such Revolving Loan, on demand, from the BorrowerCompany, without prejudice to the Agent’s 's and the Borrower’s Company's rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate Rate before the Agent has recovered from the BorrowerCompany, such Bank shall be entitled to the interest payable by the Borrower Company with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

Procedure for Loans. Any request by the Borrower for Revolving Loans Company to borrow hereunder shall be in writing made to the Agent by telephone, promptly confirmed by giving the Agent a Notice of Borrowing, Continuation or by telephone Conversion, and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two three Eurodollar Business Days prior to the requested Revolving Loan Borrowing Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) on the requested Revolving Loan Borrowing Date if the Revolving Loans are requested as Base Reference Rate Advances. Each request for Revolving Loans to borrow hereunder shall be irrevocable and shall be deemed a representation by the Borrower Company that on the requested Revolving Loan Borrowing Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Section 2.01(a) and Article III have been and will be satisfied. Each request for Revolving Loans to borrow hereunder shall specify (a) the a)the requested Revolving Loan Borrowing Date, (b) the b)the aggregate amount of the Revolving Loans to be made on such date date, which shall be in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 for Base Rate Advances or $5,000,000 for Eurodollar Rate Advancesin excess thereof, (c) whether to the extent such Revolving Loans are to be funded as Base Eurodollar Advances, or $2,000,000 or an integral multiple of $500,000 in excess thereof, to the extent such Loans are to be funded as Reference Rate Advances Advances, (c)whether or Eurodollar Rate Advances (and, if not such Revolving Loans are to be made with more than one applicable interest rate choiceas Swing-Line Loans, specifying the amount to which each interest rate choice is applicable) and (d) in whether such Loans are to be funded as Reference Rate Advances or Eurodollar Advances, and (e)in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided. Without in any way limiting the Company's obligation to confirm in writing any telephone request to borrow hereunder, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The the Agent may rely on any telephone such request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower Company hereby waives any claim against the right to Agent or the Banks based on a dispute with the Agent’s 's record of the terms of such telephone request. The Except in the case of requests for Swing-Line Loans, the Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share 's Pro Rata Share of the requested Revolving LoansLoans not later than 2:00 P.M. (Minneapolis time) on the date it receives such request. On the date of the requested Revolving LoansBorrowing Date, each Bank shall provide its share Pro Rata Share of the requested Revolving Loans or, in the case of Swing-Line Loans, First Bank shall, to the extent it determines to do so, provide the amount of the requested Swing-Line Loan, to the Agent in Immediately Available Funds not later than 1:00 4:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower Company at the Agent’s 's principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 4:00 P.M. (Minneapolis time) on the requested Revolving Loan Borrowing Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan (or a Federal Reserve Bank reference number for the wire transfer of the amount of such Loan) from such Bank by 4:00 P.M. (Minneapolis time) on the time herein requiredrequested Borrowing Date, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate Rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (providedPROVIDED, HOWEVER, that the Agent shall not make any Revolving Loan Loans on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to the such Revolving Loan, on demand, from the BorrowerCompany, without prejudice to the Agent’s 's and the Borrower’s Company's rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate Rate before the Agent has recovered from the BorrowerCompany, such Bank shall be entitled to the interest payable by the Borrower Company with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

Procedure for Loans. Any request by the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two three Eurodollar Business Days prior to the requested Revolving Loan Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) on the requested Revolving Loan Date if the Revolving Loans are requested as Base Rate Advances. Each request for Revolving Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (ai) the requested Revolving Loan Date, (bii) the aggregate amount of the Revolving Loans to be made on such date which shall be in a minimum amount of (A) $1,000,000 for 100,000 or, if more, an integral multiple thereof, if such Loans are to be funded as Base Rate Advances Advances, or (B) $5,000,000 for 500,000 or, if more, an integral multiple of $100,000 in excess thereof, if such Loans are to be funded as Eurodollar Rate Advances, (ciii) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (div) in the case of Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s 's record of the terms of such telephone request. The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s 's ratable share of the requested Revolving Loans. On the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (3:00 p.m., Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower at the Agent’s 's principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. 4:00 p.m. (Minneapolis time) on the requested Revolving Loan Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has not received the amount of such Revolving Loan from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate Rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (provided, however, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to the such Revolving Loan, on demand, from the Borrower, without prejudice to the Agent’s 's and the Borrower’s 's rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate Rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

Procedure for Loans. (a) Any request by the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. 12:00 noon (Minneapolis time) two Eurodollar Business Days prior to the requested Revolving Loan Date if the Revolving Loans (or any portion thereof) are requested as Eurodollar Rate LIBOR Advances and not later than 11:00 A.M. 10:00 a.m. (Minneapolis time) on the requested Revolving Loan Date if the Revolving Loans are requested as Base Prime Rate Advances. . (b) Any request by the borrower for Swing Line Loans shall be in writing or by telephone and must be given so as to be received by the Swing Line Bank not later than 3:00 p.m., Minneapolis time, on the Loan Date of the requested Swing Line Loan, provided, however, that the Swing Line Bank and the Borrower may, from time to time, enter into mutually acceptable arrangements for notices of funding, funding and repayment of the Swing Line Loans under the Swing Line Bank’s “sweep” program which may vary from the requirements of this paragraph and Section 2.21. (c) Each request for Revolving Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III 3 have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (ai) the requested Revolving Loan Date, (bii) the aggregate amount of the Revolving Loans to be made on such date which shall be in a minimum amount of $1,000,000 for Base Rate Advances or $5,000,000 for Eurodollar Rate Advances100,000 or, if more, an integral multiple thereof, provided, however, that Swing Line Loans may be in any amount requested by the Borrower, (ciii) whether such Revolving Loans are to be funded as Base Prime Rate Advances or Eurodollar Rate LIBOR Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (div) in the case of Eurodollar Rate LIBOR Advances, the duration of the initial Interest Period applicable thereto; provided, that no Revolving Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith to be genuine; and the Borrower hereby waives the right to dispute the Agent’s record of the terms of such telephone request. request absent manifest error. (d) The Agent shall promptly notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share of the requested Revolving Loans. On the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (2:00 p.m., Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III 3 has not been satisfied, the Agent will make available to the Borrower at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. p.m. (Minneapolis time) on the requested Revolving Loan Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrower on behalf of a Bank but has does not received the amount of such Revolving Loan receive funding from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such any Bank of the principal amount its Revolving Percentage of such Revolving Loan (provided, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving LoanLoan (but not including any funding losses with respect to such Revolving Loan that is a LIBOR Advance), on demand, from the Borrower, without prejudice to the Agent’s and the Borrower’s rights against such non-funding Bank. If Such Bank’s obligations in respect of such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan funding are set forth in question accruing from the date the Agent made such Revolving LoanSection 2.30 hereof.

Procedure for Loans. Any (a) Except as otherwise provided herein, the Borrowers may from time to time during the Commitment Period request the Lenders to make Loans by delivering to the Borrower for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent Administrative Agent, not later than 11:00 A.M. a.m. (Minneapolis timei) two Eurodollar (2) Business Days prior to the requested Revolving Loan proposed Borrowing Date if with respect to the Revolving making of Term SOFR Loans and four (or any portion thereof4) are requested as Eurodollar Rate Advances Business Days prior to the proposed Borrowing Date with respect to the making of Loans in an Optional Currency and not later than 11:00 A.M. (Minneapolis timeii) on the requested Revolving Business Day of the proposed Borrowing Date with respect to the making of a Loan Date if to which the Revolving Loans are requested as Base Rate Advancesapplies, of a duly completed Notice of Borrowing or a request by telephone immediately confirmed by delivery of a Notice of Borrowing to the Administrative Agent, it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each request for Revolving Loans hereunder Notice of Borrowing shall be irrevocable and shall be deemed a representation by the Borrower that on specify (i) whether the requested Revolving Borrowing is to be Revolver A Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify or a Revolver B Loan, (aii) the requested Revolving Loan proposed Borrowing Date, ; (biii) the aggregate principal amount of the Revolving proposed Loans to (expressed in the currency in which such Loans shall be made on such date funded) comprising each Tranche, the Dollar Equivalent amount of which shall be in a minimum amount integral multiples of $100,000 and not less than $1,000,000 for or, if less, the maximum amount available under the Revolving A Credit Commitments or Revolving B Credit Commitments, as applicable, (or such other minimums and increments as shall be agreed by the Administrative Agent and the Borrowers’ Representative); (iv) whether the Relevant Rate or Base Rate Advances or $5,000,000 for Eurodollar Rate Advancesshall apply to the proposed Loans comprising the applicable Tranche; (v) the currency in which such Loans shall be funded, (c) whether such Revolving Loans are to be funded as Base Rate Advances or Eurodollar Rate Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (dvi) in the case of Eurodollar a Tranche to which Term SOFR or the Optional Currency Term Rate Advancesapplies, the duration of the initial Interest Period applicable thereto; providedfor the proposed Loans comprising such Tranche, that no Revolving and (vii) the amount of such Loans shall be funded as Eurodollar Rate Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrower for Revolving Loans hereunder which it believes in good faith requested to be genuine; and made for the Borrower hereby waives account of one or more Foreign Borrowers with the right name of each such Foreign Borrower. (b) The Administrative Agent shall, promptly after receipt by it of a Notice of Borrowing pursuant to dispute this Section 2.04, notify the Agent’s record Lenders of the terms of such telephone request. The Agent shall promptly notify each other Bank of the its receipt of such requestNotice of Borrowing specifying: (i) the proposed Borrowing Date and the time and method of disbursement of the Loans requested thereby; (ii) the amount, currency, and Type of each such Loan and the applicable Interest Period (if any); and (iii) the apportionment among the Lenders of such Loans as determined by the Administrative Agent in accordance with Section 2.02. Subject to the terms and conditions hereof, each Lender shall remit the principal amount of each Loan in the requested currency to the Administrative Agent at the Administrative Agent’s Office for the applicable currency prior to 2:00 p.m. (or, with respect to Loans in an Optional Currency, the matters specified therein, and Applicable Time) on the Borrowing Date requested by the Borrowers in Same Day Funds to the Administrative Agent. Such borrowing will then be made available to the Borrowers by the Administrative Agent either by (x) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such Bank’s ratable share funds or (y) wire transfer of funds, in each case, in accordance with the instructions provided and reasonably acceptable to the Administrative Agent by such Borrower, with the aggregate of the requested Revolving Loansamounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. On Unless the Administrative Agent shall have received notice from a Lender prior to the date of the requested Revolving Loans, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds any Borrowing that such Lender will not later than 1:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrower Administrative Agent such Lender’s portion of such borrowing, the Administrative Agent may assume that such Lender has made such portion available in accordance with this Section 2.04(b) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent that any Lender shall not have made such Lender’s pro rata portion of such borrowing available to the Administrative Agent, such Lender and the Borrowers (without prejudice to the Borrowers’ rights against such Lender) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (A) in the case of the Borrowers, the interest rate applicable at the Agenttime to the Loans comprising such borrowing and (B) in the case of such Lender, at the greater of the Federal Funds Rate (or, for payments in an Optional Currency, the Overnight Rate) and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s principal office Loan as part of such borrowing for purposes of this Agreement. (c) If in Minneapolisa Notice of Borrowing no election as to the (i) Type of Loan is specified in any such notice, Minnesota in Immediately Available Funds not later than 2:00 P.M. (Minneapolis time) on then the requested Revolving Loan Date shall be a Base Rate Loan (unless such requested Loan is in an Optional Currency, and in the case of a failure to timely request a conversion or continuation of Loans denominated in an Optional Currency, such Loans shall be continued as Optional Currency Daily Rate Loans or Optional Currency Term Rate Loans, as applicable, in their original currency with, if applicable, an Interest Period of one (1) month) and (ii) currency of such Loan is specified in any such notice, then the requested Loan shall be in Dollars. If an Optional Currency Term Rate Loan or a Term SOFR Loan is requested but no Interest Period with respect to such Loan is specified in any such notice, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. (d) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Lender hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable Issuing Lenders, as the case may be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the requested Revolving Loans. If Lenders or any Issuing Lender hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment; (2) the Administrative Agent has made a Revolving Loan to the Borrower on behalf payment in excess of a Bank but has not received the amount of such Revolving Loan from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at paid by the overnight Federal Borrowers (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment, then each of the applicable Lenders or the applicable Issuing Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Lender, in Same Day Funds rate with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of such Revolving Loan payment to the date funds are received by Administrative Agent, at the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan Overnight Rate. (provided, that the Agent e) This Section 2.04 shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled apply to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving Loan, on demand, from the Borrower, without prejudice to the Agent’s and the Borrower’s rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrower, such Bank shall be entitled to the interest payable by the Borrower with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving LoanSwing Line Loans.