Common use of Repayment of Swing Line Loans Clause in Contracts

Repayment of Swing Line Loans. The Borrower shall pay each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentCompany on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, or (ii) shall on the tenth (10th) Business Day after the Borrowing Date of any Swing Line Loan, by notice to the Agent not later than 10:00 a.m. (Chicago Time) on any Business Day, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the Swing Line Lender) to make a Revolving Loan in Dollars in the amount of such Revolving Lender’s Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Promptly upon receipt of such notice, the Agent shall give notice thereof to each Revolving Lender, specifying in such notice the amount of the Revolving Loan to be made by such Revolving Lender in connection with such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Revolving Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Revolving Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has 4.3 had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, such Revolving Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Loan Termination Date, the Borrower Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $500,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, or (ii) shall, in the event the Borrower shall not have otherwise repaid such Loan, on the fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis timeThe making of such Revolving Loans by the Revolving Lenders shall discharge the Borrower’s obligation under the first sentence of this Section 2.02(d) on and such failure to pay shall not constitute a Default by the date Borrower. Promptly following receipt of any notice received pursuant to this SectionSection 2.02(d) from the Administrative Agent, each Revolving Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII14. Revolving Loans made pursuant to this Section 2.02(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article II2. Unless a Revolving Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.01 and 5.02, as applicable, had not then been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.02(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-offsetoff, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (dD) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.02(d), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.02(d), such Revolving Lender shall accrue be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Each Swing Line Loan shall be paid in full by the Borrower shall pay on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. If not sooner paid by the Borrower, each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender (a) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired made by such Lender pursuant to Section 2.21(cSwing Line Lender, or (b) or shall on the fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan made by such Swing Line Lender, require each Lender (including the Swing Line LenderLenders) to make a Revolving Ratable Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.04.4 prior to 10:00 a.m. (Chicago time) on such day (or not later than noon (Chicago time) on the next Business Day in the case of any such notice received after 10:00 a.m. (Chicago time)), each Lender shall make available its required Revolving Ratable Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIIISection 9.01. Revolving Ratable Loans made pursuant to this Section 2.04.4 shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Euro-currency Loans in the manner provided in Section 2.7 2.02.4 and subject to the other conditions and limitations set forth in this Article II2. Unless a Lender notifies shall have notified the applicable Swing Line Lender, prior to its the making any Swing Line LoanLoan by such Swing Line Lender, that any applicable condition precedent set forth in Section 4.1 Sections 3.01 or 4.2 has 3.02 had not then been satisfied, such each Lender’s obligation to make Revolving Ratable Loans pursuant to this Section 2.04.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (ai) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the any Swing Line Lender or any other Person, (bii) the occurrence or continuance of a Default or Event of Default, (ciii) any adverse change in the condition (financial or otherwise) of the Borrower, or (div) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.04.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.04.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lenders, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Ratable Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Phoenix, Arizona time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Phoenix to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the twenty-ninth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount and increments of $100,000.00, any portion of the outstanding Swing Line Loans, upon notice to the Agent and the Swing Line Bank. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or twenty-ninth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Indianapolis time) on the date of any notice received pursuant to this SectionSection 2.2(d), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Indianapolis to the Administrative Agent at its address specified pursuant to Article XIIISection 15.21. Revolving Loans made pursuant to this Section 2.2(d) shall initially be Base Rate Prime Loans and thereafter may be continued as Base Rate Prime Loans or converted into Eurocurrency LIBOR Loans in the manner provided in Section 2.7 2.4 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Article IV had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that the Lender fails to make payment to the Agent of any amount due under this Section 2.2(d), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(d), such Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest shall accrue and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with such interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $500,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, in the participation acquired by event the Borrower shall not have otherwise repaid such Lender pursuant to Section 2.21(cLoan, on the fifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis timeThe making of such Revolving Loans by the Lenders shall discharge the Borrower’s obligation under the first sentence of this Section 2.2(D) on and such failure to pay shall not constitute a Default by the date Borrower. Promptly following receipt of any notice received pursuant to this SectionSection 2.2(D) from the Administrative Agent, each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.2(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2, as applicable, had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each may at any time pay, without penalty or premium, all outstanding Swing Line Loan Loans, or, in full on a minimum amount of $500,000, any portion of the date selected by outstanding Swing Line Loans upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent: (i) may at any time in its sole discretion with respect to any outstanding or (ii) shall on the fifth Business Day after the Borrowing Date for such Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Facility A Lenders (including the Swing Line LenderBank) to make a Revolving Loan Facility A Advance at the Floating Rate in an amount up to the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Loans outstanding on such date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on Loans; provided, however, that the date obligation of each Facility A Lender to make any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and such Advance is subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies condition that the Swing Line Lender, prior to its making any Bank believed in good faith that all conditions under Section 5.02 were satisfied at the time the Swing Line Loan, Loan was made. If the Swing Line Bank receives notice from any Facility A Lender that any applicable a condition precedent set forth in under Section 4.1 or 4.2 5.02 has not been satisfied, no Swing Line Loan shall be made until (A) such notice is withdrawn by that Facility A Lender or (B) the Required Lenders have waived satisfaction of any such condition. The Facility A Lenders shall deliver the proceeds of such Facility A Advance to the Administrative Agent by 12:00 noon (Chicago time) on the applicable Borrowing Date for application to the Swing Line Bank’s outstanding Swing Line Loans. Subject to the proviso contained in the second sentence of this Section 2.04(e), each Facility A Lender’s obligation to make Revolving Loans pursuant available its Facility A Pro Rata Share of the Facility A Advance referred to in this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstances, including, including without limitation, (a1) any set-off, counterclaim, recoupment, defense or other right that which such Facility A Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, or any other Personanyone else, (b2) the occurrence or continuance of a an Event of Default or Event of Unmatured Default, (c3) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d4) any other circumstances, happening or event Event whatsoever. In If for any reason a Facility A Lender does not make available its Facility A Pro Rata Share of the event that foregoing Facility A Advance, such Facility A Lender shall be deemed to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in each Swing Line Loan then being repaid, equal to its Facility A Pro Rata Share of all such Swing Line Loans being repaid, so long as such purchase would not cause such Facility A Lender to exceed its Facility A Commitment. If any Lender fails to make payment portion of any amount paid (or deemed paid) to the Administrative Agent is recovered by or on behalf of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and Borrower from the Administrative Agent in bankruptcy or otherwise, the loss of the amount so recovered shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the shared ratably among all Facility Termination Date, the Borrower shall repay A Lenders in full the outstanding principal balance of the Swing Line Loansaccordance with their respective Facility A Pro Rata Shares.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s 's Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has 4.2, as applicable, had not been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstancescircumstance, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fourteenth (14th) day after the Borrowing Date for such Swing Line Loan; provided, that such payment shall not be made by the proceeds of any other Swing Line Loans. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) if not previously repaid by the participation acquired by such Lender pursuant to Section 2.21(cBorrower, shall on the fourteenth (14th) or day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitationlimitation and to the extent available, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Charlotte, North Carolina time) on the date of any notice received pursuant to this SectionSection 2.23.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Charlotte, North Carolina to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.23.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.23.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.23.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.23.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Credit Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fourteenth (14th) Business Day after the Borrowing Date for such Swing Line Loan; provided, that such payment shall not be made by the proceeds of any other Swing Line Loans. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfourteenth (14th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitationand to the extent available, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this SectionSection 2.23.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Charlotte, North Carolina to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.23.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.23.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, including (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.23.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.23.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Credit Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each At any time after making a Swing Line Loan in full on the date selected by the Administrative Agent. In additionLoan, the Swing Line Lender may at request the Company to, and upon request by the Agent the Company shall, promptly request an Advance from all Lenders to the Company and apply the proceeds of such Advance to the repayment of any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender Loans owing by the Company not later than the Business Day following the Swing Line Lender's or Agent's request. Notwithstanding the foregoing, upon the earlier to fund occur of (a) one Business Day after demand is made by the participation acquired by such Lender pursuant to Section 2.21(cSwing Line Lender, and (b) or require the Facility Termination Date, each Lender (including other than the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued shall irrevocably and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies unconditionally purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loans in an amount equal to such Lender's Pro Rata Share of such Swing Line Loans and promptly pay such amount to the Swing Line Lender in immediately available funds; provided that (i) a Lender shall not have any obligation to acquire a participation in a Swing Line Loan pursuant to this paragraph if a Default shall have occurred and be continuing at the time such Swing Line Loan was made and such Lender shall have notified the Swing Line Lender in writing, at least one Business Day prior to its making the time such Swing Line Loan was made, that such Default has occurred and that such Lender will not acquire participations in Swing Line Loans made while such Default is continuing, and (ii) with respect to any Swing Line LoanLoan denominated in any currency other than USD or any Foreign Syndicated Currency, that such Swing Line Loan shall be converted to a USD denominated Swing Line Loan immediately prior to the purchase by each of the Lenders of a participation interest in such Swing Line Loan and each Lender shall fund its participation in any applicable such Swing Line Loan in USD. Such payment shall be made by the other Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.1 4.2 is then met and whether or not the Company has then requested an Advance in such amount; and such Swing Line Loans shall thereupon be deemed to be a Loan hereunder made on the date of such purchase (except, as aforesaid, with respect to the existence of any Default or the meeting of any condition precedent specified in Section 4.2 has not been satisfied, on such Lender’s obligation date). If any Lender fails to make Revolving Loans available to the Swing Line Lender, any amounts due to the Swing Line Lender from such Lender pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative AgentSection, the Swing Line Lender or any other Personshall be entitled to recover such amount, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section, together with interest shall accrue thereon at the rate per annum equal to the Federal Funds Effective Rate for each day during the period commencing first three Business Days after such Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the date Swing Line Lender for the account of demand and ending on such Lender or (iii) by payment to the date such amount is received, and Swing Line Lender by the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest Swing Line Lender of amounts otherwise payable to such Lender under this Agreement. The failure of any Lender to make available to the Swing Line Lender its Pro Rata Share of any unpaid Swing Line Loans shall not relieve any other Lender of its obligation hereunder until to make available to the Administrative Agent receives Swing Line Lender its Pro Rata Share of any unpaid Swing Line Loans on the date such payment from such is to be made, but no Lender or such obligation is otherwise fully satisfied. On shall be responsible for the Facility Termination Date, failure of any other Lender to make available to the Borrower shall repay in full the outstanding principal balance Swing Line Lender its Pro Rata Share of the any unpaid Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) 12:00 noon, St. Louis, Missouri time on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay repay the then unpaid principal amount of each Swing Line Loan in full on the earlier of the Termination Date and the first date selected by after such Swing Line Loan is made that is the Administrative Agentlast day of a calendar month and is at least two (2) Business Days after such Swing Line Loan is made. In addition, the Swing Line Lender Bank may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, upon notice to the banks delivered not later than 11:00 a.m. (New York time) on any date, require each Lender Bank to fund the participation acquired by such Lender Bank pursuant to Section 2.21(c2.1(b)(iii) hereof or require each Lender Bank (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such LenderBank’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis New York time) on the date of any notice received pursuant to this SectionSection 2.1(b)(iv), each Lender Bank shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIIISection 11.8 hereof. Revolving Loans made pursuant to this Section 2.1(b)(iv) shall initially be Base Rate Loans or Daily Eurodollar Loans and thereafter may be continued as Base Rate Loans or Daily Eurodollar Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.6 hereof and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies Bank shall have notified the Swing Line LenderBank, prior to its the Swing Line Bank’s making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 Sections 6.1 or 4.2 has 6.2 hereof had not then been satisfied, such LenderBank’s obligation to make Revolving Loans pursuant to this Section 2.1(b)(iv) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.1(b)(iii) hereof shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender Bank may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender Bank fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.1(b)(iv), interest shall accrue thereon at the Federal Funds Effective NYFRB Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender Bank hereunder until the Administrative Agent receives such payment from such Lender Bank or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans, together with accrued interest thereon.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrowers on the date selected by the Administrative Agent. The Borrowers agree and confirm that they are jointly and severally liable for all amounts owing under or in connection with the Swing Line Loans. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Central time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the any Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the any Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the applicable Borrower on or before the later to occur of (x) the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan and (y) such other Business Day as may be agreed to in writing by the Company and the Swing Line Lender (the “Swing Line Repayment Date”). The Company may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $100,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon same-day notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or Swing Line Repayment Date require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not No later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.2(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.2(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2 had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany and/or its Subsidiaries, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fourteenth (14th) Business Day after the Borrowing Date for such Swing Line Loan; provided, that such payment shall not be made by the proceeds of any other Swing Line Loans. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfourteenth (14th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitationand to the extent available, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this SectionSection 2.23.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Charlotte, North Carolina to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.23.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless If for any reason any Swing Line Loan cannot be refinanced by such a borrowing of Revolving Loans, each Lender notifies shall, on the date such Revolving Loan was to have been made pursuant to the notice described in this Section 2.23.4, be deemed to, and each Lender hereby irrevocably and unconditionally agrees to, purchase for cash from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Lender, prior to its making any ’s Pro Rata Share of such Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such . Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.23.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, including (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.23.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.23.4, such amount may be recovered from such Lender together with interest thereon at the greater of the Federal Funds Effective Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation for each day during the period commencing on the date of demand and ending on the date such amount is received, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. On the Facility Revolving Credit Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans. Any outstanding Swingline Loans shall be paid in full with the proceeds of any Advance of Revolving Loan subsequently made under Section 2.1.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Company on the date selected by the Administrative AgentAgent upon at least one Business Days’ notice in writing, or by telephone promptly confirmed in writing or by e-mail to the Company. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) 2.4.3 or require each Lender (including the Swing Line Lender) to make a Revolving Loan to the Company in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Central time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) 2.4.3 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the BorrowerCompany, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $50,000 and increments of $10,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.3(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.3(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2, as applicable, had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.3(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, the Borrower or any other Person, Person for any reason whatsoever; (b) the occurrence or continuance of a any Default or Event of Unmatured Default, ; (c) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or any of its Subsidiaries or any other Person; (d) any breach of this Agreement by the Borrower or its Subsidiaries or any other circumstancesPerson; (e) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Advance is to be made or such participating interest is to be purchased; (f) the termination of the Commitments hereunder; or (g) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Commitment Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative Agent. In addition, Borrower on or before the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund seventh Business Day after the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Borrowing Date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) Outstanding Swing Line Loans may be repaid from the proceeds of Syndicated Advances or Swing Line Loans. Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $500,000 and in increments of $100,000 in excess thereof or the full amount of such Swing Line Loan. If the Borrower at any time fails to repay a Swing Line Loan on the applicable date when due, the Borrower shall be deemed to have elected to borrow a Floating Rate Advance under Section 2.1 as of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, such date equal in funds immediately available amount to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans unpaid amount of the Swing Line Loan and thereafter may be continued interest thereon (notwithstanding the minimum amount of Syndicated Advances as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject 2.4). The proceeds of any such Floating Rate Advance shall be used to the other conditions and limitations set forth in this Article II. Unless a Lender notifies repay the Swing Line Lender, Loan and interest thereon. Unless any Lender shall have notified the Swing Line Lender prior to its making any Swing Line Loan, that any the applicable condition conditions precedent set forth in Section 4.1 or 4.2 has Article IV have not then been satisfied, such each Lender’s 's obligation to make Revolving Loans pursuant to Section 2.1 and this Section 2.9(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) including the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.9(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reason any Lender fails to make payment to the Borrower Administrative Agent of any amount due under this Section 2.9(d), such Lender shall repay in full be deemed, at the outstanding principal balance option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line LoansLender, without recourse or warranty, an undivided interest in and participation in the applicable Swing Line Loan in the amount of the Loan such Lender was required to make pursuant to this Section 2.9(d) and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the Administrative Agent and ending on the date such obligation is fully satisfied.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has 4.2, as applicable, had not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall absolutely and unconditionally promises to pay each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender on or prior to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) Loan Maturity Date relating thereto. Upon notice by the Administrative Agent on any Business Day following the Swing Line Loan Maturity Date relating to each Swing Line Loan, in the event that the Borrower has not repaid such Swing Line Loan, each of the Lenders hereby agrees to make a Revolving Loan Syndicated Loans to the Borrower constituting Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of all Swing Line Loans outstanding and overdue. The proceeds thereof shall be applied directly by the Administrative Agent to repay outstanding Swing Line Loans. Each Lender hereby absolutely, unconditionally and irrevocably agrees to make such Syndicated Loans upon one Business Day’s notice as set forth above, notwithstanding (a) that the amount of such Lender’s Revolving Percentage of such Swing Line Syndicated Loan (including, without limitation, any interest accrued and unpaid thereon) for may not comply with the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations applicable minimums set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Personherein, (b) the failure of the Borrower to meet the applicable conditions set forth herein, (c) the occurrence or continuance of a Default or an Event of DefaultDefault hereunder, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or and (d) any other circumstances, happening or event whatsoeverthe Total Commitment in effect at such time. In the event that it is impracticable for such Syndicated Loan to be made for any Lender fails to make payment to the Administrative Agent of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing reason on the date otherwise required above, then each Lender hereby agrees that it shall forthwith purchase (as of demand and ending on the date such amount is receivedSyndicated Loan would have been made, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Administrative Agent, and the Administrative Agent shall sell to each Lender, such participations in the Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be entitled necessary to receive, retain and apply against cause the Lender’s to share in such obligation Swing Line Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the principal and interest otherwise payable Total Commitment hereunder) by making available to such Lender hereunder until the Administrative Agent receives an amount equal to such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay Lender’s participation in full the outstanding principal balance of the Swing Line Loans; provided that (i) all interest payable on the Swing Line Loans (other than interest received by the Administrative Agent pursuant to clause (ii)) shall be for the account of the Administrative Agent as a funding and administrative fee until the date as of which the respective participation is purchased, and (ii) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Administrative Agent interest on the principal amount of the participation so purchased for each day from and including the date such Loan would otherwise have been made until the date of payment for such participation at the rate of interest then applicable to such Swing Line Loans during such period. The Borrower shall have the right, at its election, to repay the outstanding amount of a Swing Line Loan, as a whole or in part, at any time without penalty or premium; provided that any full or partial repayment of the outstanding amount of any Swing Line Loan that is a Fixed Rate Loan may be made only on the last day of the Interest Period relating thereto unless the Borrower pays, in accordance with §4.10, to the Administrative Agent the costs and expenses incurred by the Administrative Agent as a result of the repayment of such Swing Line Loan on a day other than the last day of such Interest Period relating thereto.

Repayment of Swing Line Loans. The Borrower shall pay each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender may may, at any time in its sole discretion with respect discretion, by notice to the Administrative Agent not later than noon on any outstanding Swing Line Loan require day (which shall promptly notify each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or Lender), require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Applicable Percentage of such Swing Line Loan (including, without limitation, including any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) 2:00 p.m. on the date of any notice received pursuant to this SectionSection 2.09(d), each Lender shall make available its required Revolving Loan, in funds immediately available in New York City to the Administrative Agent at its address specified pursuant to Article XIIISection 12.01. Revolving Loans made pursuant to this Section 2.09(d) shall initially be Base Rate ABR Loans and thereafter may be continued as Base Rate ABR Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and Eurodollar Borrowings, subject to the other conditions and limitations set forth in this Article II. Swing Line Loans shall repaid or converted pursuant to this Article II on the 15th day of each month or, if such day is not a Business Day, the first Business Day thereafter and the last Business Day of each month. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the making of any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Article IV had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.09(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstancescircumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a an Event of Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d) any other circumstancescircumstance, happening or event whatsoever. In the event that If any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.09(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reasons any Lender fails to make payment to the Borrower Administrative Agent of any amount due under this Section 2.09(d), such Lender shall repay in full be deemed, at the outstanding principal balance option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line LoansLender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Prime Rate for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $200,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.3(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2, as applicable, had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(D), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.3(D), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentCompany on or before the seventh (7th) Business Day after the Borrowing Date for such Swing Line Loan. The Company may at any time pay, without penalty or premium, all outstanding Swing Line Loans. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, (ii) shall at any time upon the request of the Swing Line Bank in its sole discretion, or (iii) shall on the seventh (7th) Business Day after the Borrowing Date of any Swing Line Loan, require (by giving notice thereof to each Lender to fund with a Revolving Loan Commitment not later than 10:00 a.m. (New York time) one Business Day before the participation acquired by date of such Lender pursuant to Section 2.21(cLoan) or require each Lender with a Revolving Loan Commitment (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s 's Pro Rata Revolving Percentage Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying all or any outstanding portion of such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis New York time) on the date of any notice received pursuant to this SectionSection 2.3(d), each Lender shall make available its required Revolving Loan, in funds immediately available in New York to the Administrative Agent at its address specified pursuant to Article XIIIXV. Revolving Loans made pursuant to this Section 2.3(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the failure to satisfy any condition set forth herein or the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(d) or may not make any Revolving Loan required by this Section 2.3, such Lender shall be deemed, at the option of the Administrative Agent or the Swing Line Bank, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the Swing Line Loan in the amount of such Revolving Loan, and such interest and participation shall be paid by such Lender upon demand by the Swing Line Bank together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount and increments of $100,000, any portion of the outstanding Swing Line Loans, upon notice to the Agent and the Swing Line Bank. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or fifth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSECTION 2.1(B)(IV), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIARTICLE XIV. Revolving Loans made pursuant to this Section SECTION 2.1(B)(IV) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 SECTION 2.8 and subject to the other conditions and limitations therein set forth and set forth in this Article ARTICLE II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has SECTIONS 5.1 and 5.2 had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section SECTION 2.1(B)(IV) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or of continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, or (dD) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSECTION 2.1(B)(IV), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this SECTION 2.1(B)(IV), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Milwaukee time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative AgentAgent and communicated to the Borrower at the time such Swing Line Loan is made. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 11:00 a.m. (Minneapolis time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower and the Domestic Subsidiary Borrowers on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower and the Domestic Subsidiary Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $200,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3(D) if such notice is received by the Lenders on or prior to 12:00 p.m. (Chicago time) and, if such notice is received after 12:00 p.m. (Chicago time), not later than 10:00 a.m. (Chicago time) on the next succeeding Business Day, each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.3(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1, 5.2 and 5.4, as applicable, had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.3(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(D), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.3(D), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower and the Domestic Subsidiary Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the earliest of (i) the date selected by the Administrative AgentSwing Line Lender, (ii) the fifth (5th) day after the date on which such Swing Line Loan is made, or (iii) the date on which the next Advance is made. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 10:00 a.m. (Minneapolis Pacific time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article ARTICLE XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article ARTICLE II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or Section 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On To the extent not otherwise paid when due as specified herein, on the Facility Termination Date, Date the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fourteenth (14th) Business Day after the Borrowing Date for such Swing Line Loan; provided, that such payment shall not be made by the proceeds of any other Swing Line Loans. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfourteenth (14th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitationlimitation and to the extent available, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Charlotte, North Carolina time) on the date of any notice received pursuant to this SectionSection 2.23.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Charlotte, North Carolina to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.23.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.23.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.23.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.23.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Credit Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower (x) on or before the fifth business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans upon notice to the Agent and the Swing Line Lender. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or fifth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s 's Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3.4, each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.3.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has and 4.2, as applicable, had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.3.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the any unpaid Swing Line Loans, together with accrued but unpaid interest thereon.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such LenderXxxxxx’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.4(d) (or, if such notice is received after 10:00 a.m. (Chicago time) on such Business Day, then within two hours after receiving such notice), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Term SOFR Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such LenderXxxxxx’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, including (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the 10th Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or 10th Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Rate ABR Loans and thereafter may be continued as Base Rate ABR Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan (subject to the limitations set forth in Section 2.1) in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII, by no later than (i) 4:00 p.m. (Chicago time) on the date of any notice received on or before 2:00 p.m. (Chicago time) on such date pursuant to this Section 2.2.4 and (ii) 10:00 a.m. (Chicago time) on the Business Day immediately following the date of any such notice received after 2:00 p.m. (Chicago time) on such date. Revolving Loans made pursuant to this Section 2.2.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative any Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make, or is prohibited from making, payment to the Administrative Agent of any amount due under this Section 2.2.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Salt Lake City, Utah time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Salt Lake City to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $500,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, or (ii) shall, in the event the Borrower shall not have otherwise repaid such Loan, on the fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis timeThe making of such Revolving Loans by the Revolving Lenders shall discharge the Borrower’s obligation under the first sentence of this ‎Section 2.02(d) on and such failure to pay shall not constitute a Default by the date Borrower. Promptly following receipt of any notice received pursuant to this Section‎Section 2.02(d) from the Administrative Agent, each Revolving Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII‎Article 14. Revolving Loans made pursuant to this Section 2.02(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 ‎Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article II‎Article 2. Unless a Revolving Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections ‎5.02 and ‎5.03, as applicable, had not then been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section ‎Section 2.02(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-offsetoff, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (dD) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section‎Section 2.02(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this ‎Section 2.02(d), such Revolving Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the NYFRB Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the applicable Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The applicable Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $100,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its the sole discretion of the Swing Line Bank with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.2(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXV. Revolving Loans made pursuant to this Section 2.2(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, each of the Borrower Borrowers shall repay in full the outstanding principal balance of the all Swing Line LoansLoans made to it.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $50,000 and increments of $10,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s 's Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.3(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.3(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2, as applicable, had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, the Borrower or any other Person, Person for any reason whatsoever; (b) the occurrence or continuance of a any Default or Event of Unmatured Default, ; (c) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or any of its Subsidiaries or any other Person; (d) any breach of this Agreement by the Borrower or its Subsidiaries or any other circumstancesPerson; (e) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Advance is to be made or such participating interest is to be purchased; (f) the termination of the Commitments hereunder; or (g) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Commitment Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Company on the date selected by the Administrative AgentAgent upon at least one (1) Business Day’s notice in writing, or by telephone promptly confirmed in writing or by e- mail to the Company. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) 2.4.3 or require each Lender (including the Swing Line Lender) to make a Revolving Loan to the Company in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Central time) on the date of any notice received pursuant to this SectionSection 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) 2.4.3 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the BorrowerCompany, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the earliest of (i) the date selected agreed to by the Administrative AgentSwing Line Lender and the Borrower, (ii) the date 30 days after the Borrowing Date for such Swing Line Loan or (iii) the Facility Termination Date. In addition, the The Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan (or purchase a participation in any outstanding Swing Line Loan if Revolving Loans may not be made due to a Default under Section 7.6 or 7.7) in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying repaying, or participating in, such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving LoanLoan or participation interest, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Such Lender’s obligation to make Revolving Loans or purchase participations pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender may may, at any time in its sole discretion with respect discretion, by notice to the Administrative Agent not later than noon on any outstanding Swing Line Loan require day (which shall promptly notify each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or Lender), require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) 2:00 p.m. on the date of any notice received pursuant to this SectionSection 2.21.4, each Lender shall make available its required Revolving Loan, in funds immediately available in New York City to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.21.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.5 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the making of any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Article IV had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.21.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstancescircumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d) any other circumstancescircumstance, happening or event whatsoever. In the event that If any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.21.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reasons any Lender fails to make payment to the Borrower Administrative Agent of any amount due under this Section 2.21.4, such Lender shall repay in full be deemed, at the outstanding principal balance option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line LoansLender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentCompany on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall, on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.3.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.3.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.3.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Revolving Loan Termination Date, the Borrower Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.02(iii) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage pro rata share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis time) New York City time on the date of any notice received pursuant to this SectionSection 2.02(iv), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.02(iv) shall initially be Base Rate ABR Loans and thereafter may be continued as Base Rate ABR Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.05 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 4.01 or 4.2 has 4.02 had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.02(iv) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.02(iii) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.02(iv), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or any portion of the outstanding Swing Line Loans which shall be in a minimum amount that is not less than $100,000 (and increments of $100,000 if in excess thereof), upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line LenderBank) to make a Revolving Loan for the benefit of the Borrower in the amount of such Lender’s 's Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXV. Revolving Loans made pursuant to this Section 2.3(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Article V had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(D), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the fifth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $1,000,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or fifth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s 's Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice from the Administrative Agent to the Lenders received pursuant to this SectionSECTION 2.3(d), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago, Illinois to the Administrative Agent at its address specified pursuant to Article XIIIARTICLE XIV. Revolving Loans made pursuant to this Section SECTION 2.3(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 SECTION 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article ARTICLE II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has SECTIONS 5.1 and 5.2 had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section SECTION 2.3(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or and continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, or (dD) any other circumstancescircumstance, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSECTION 2.3(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this SECTION 2.3(d), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the earliest of (i) the date selected by the Administrative AgentSwing Line Lender, (ii) the fifth (5th) day following the date on which such Swing Line Loan is advanced or (iii) the date on which the next Advance is made. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Eastern time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Designated Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Designated Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Designated Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Designated Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Designated Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall absolutely and unconditionally promises to pay each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender on or prior to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) Loan Maturity Date relating thereto. Upon notice by the Administrative Agent on any Business Day following the Swing Line Loan Maturity Date relating to each Swing Line Loan, in the event that the Borrower has not repaid such Swing Line Loan, each of the Lenders hereby agrees to make a Revolving Loan Credit Loans to the Borrower constituting Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to such Lender’s Commitment Percentage of the aggregate amount of all Swing Line Loans outstanding and overdue. The proceeds thereof shall be applied directly by the Administrative Agent to repay outstanding Swing Line Loans. Each Lender hereby absolutely, unconditionally and irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice as set forth above, notwithstanding (a) that the amount of such Lender’s Revolving Percentage of such Swing Line Credit Loan (including, without limitation, any interest accrued and unpaid thereon) for may not comply with the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations applicable minimums set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Personherein, (b) the failure of the Borrower to meet the applicable conditions set forth herein, (c) the occurrence or continuance of a Default or an Event of DefaultDefault hereunder, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or and (d) any other circumstances, happening or event whatsoeverthe Total Commitment in effect at such time. In the event that it is impracticable for such Revolving Credit Loan to be made for any Lender fails to make payment to the Administrative Agent of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing reason on the date otherwise required above, then each Lender hereby agrees that it shall forthwith purchase (as of demand and ending on the date such amount is receivedRevolving Credit Loan would have been made, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Administrative Agent, and the Administrative Agent shall sell to each Lender, such participations in the Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be entitled necessary to receive, retain and apply against cause the Lender’s to share in such obligation Swing Line Loans pro rata based on their respective Commitment Percentages (without regard to any termination of the principal and interest otherwise payable Total Commitment hereunder) by making available to such Lender hereunder until the Administrative Agent receives an amount equal to such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay Lender’s participation in full the outstanding principal balance of the Swing Line Loans; provided that (i) all interest payable on the Swing Line Loans (other than interest received by the Administrative Agent pursuant to clause (ii)) shall be for the account of the Administrative Agent as a funding and administrative fee until the date as of which the respective participation is purchased, and (ii) at the time any purchase of such participation is actually made, the purchasing Lender shall be required to pay the Administrative Agent interest on the principal amount of the participation so purchased for each day from and including the date such Loan would otherwise have been made until the date of payment for such participation at the rate of interest then applicable to such Swing Line Loans during such period. The Borrower shall have the right, at its election, to repay the outstanding amount of a Swing Line Loan, as a whole or in part, at any time without penalty or premium.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at a t any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii)shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan Loan(subject to the limitations set forth in Section 2.1) in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII, by no later than (i) 4:00 p.m. (Chicago time) on the date of any notice received on or before 2:00 p.m. (Chicago time) on such date pursuant to this Section 2.2.4 and (ii) 10:00 a.m. (Chicago time) on the Business Day immediately following the date of any such notice received after 2:00 p.m. (Chicago time) on such date. Revolving Loans made pursuant to this Section 2.2.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative any Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make, or is prohibited from making, payment to the Administrative Agent of any amount due under this Section 2.2.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the seventh (7th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cseventh (7th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.2(e), each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII13. Revolving Loans made pursuant to this Section 2.2(e) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II2. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2(e) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aw) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (bx) the occurrence or continuance of a Default or Event of Unmatured Default, (cy) any adverse change in the condition (financial or otherwise) of the Borrower, or (dz) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(e), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.2(e), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each At any time after making a Swing Line Loan in full on the date selected by the Administrative Agent. In additionLoan, the Swing Line Lender may at request the Company to, and upon request by the Agent the Company shall, promptly request an Advance from all Lenders to the Company and apply the proceeds of such Advance to the repayment of any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender Loans owing by the Company not later than the Business Day following the Swing Line Lender’s or Agent’s request. Notwithstanding the foregoing, upon the earlier to fund occur of (a) one Business Day after demand is made by the participation acquired by such Lender pursuant to Section 2.21(cSwing Line Lender, and (b) or require the Facility Termination Date, each Lender (including other than the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued shall irrevocably and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies unconditionally purchase from the Swing Line Lender, prior to its making any without recourse or warranty, an undivided interest and participation in such Swing Line Loan, that Loans in an amount equal to such Lender’s Pro Rata Share of such Swing Line Loans and promptly pay such amount to the Swing Line Lender in immediately available funds. Such payment shall be made by the other Lenders whether or not a Default is then continuing or any applicable other condition precedent set forth in Section 4.1 4.2 is then met and whether or not the Company has then requested an Advance in such amount; and such Swing Line Loans shall thereupon be deemed to be a Loan hereunder made on the date of such purchase (except, as aforesaid, with respect to the existence of any Default or the meeting of any condition precedent specified in Section 4.2 has not been satisfied, on such Lender’s obligation date). If any Lender fails to make Revolving Loans available to the Swing Line Lender, any amounts due to the Swing Line Lender from such Lender pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative AgentSection, the Swing Line Lender or any other Personshall be entitled to recover such amount, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section, together with interest shall accrue thereon at the rate per annum equal to the Federal Funds Effective Rate for each day during the period commencing first three Business Days after such Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the date Swing Line Lender for the account of demand and ending on such Lender or (iii) by payment to the date such amount is received, and Swing Line Lender by the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest Swing Line Lender of amounts otherwise payable to such Lender under this Agreement. The failure of any Lender to make available to the Swing Line Lender its Pro Rata Share of any unpaid Swing Line Loans shall not relieve any other Lender of its obligation hereunder until to make available to the Administrative Agent receives Swing Line Lender its Pro Rata Share of any unpaid Swing Line Loans on the date such payment from such is to be made, but no Lender or such obligation is otherwise fully satisfied. On shall be responsible for the Facility Termination Date, failure of any other Lender to make available to the Borrower shall repay in full the outstanding principal balance Swing Line Lender its Pro Rata Share of the any unpaid Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay outstanding principal amount of each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (a) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, or (b) shall, on the tenth (10th) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis New York City time) on the date of any notice received pursuant to this SectionSection 2.3.4, each Revolving Lender shall make available its required Revolving Loan, in funds immediately available in New York City to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.3.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Revolving Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.3.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (ai) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (bii) the occurrence or continuance of a Default or Event of Unmatured Default, (ciii) any adverse change in the condition (financial or otherwise) of the Borrower, or (div) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3.4, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3.4, such Revolving Lender shall accrue be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the 10th Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or 10th Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reason any Lender fails to make payment to the Borrower Agent of any amount due under this Section 2.5.4, such Lender shall repay in full be deemed, at the outstanding principal balance option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Loans.Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentCompany on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving 's Commitment Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.04(d), each Lender shall make available its required Revolving Loan, in funds immediately available in Indianapolis to the Administrative Agent at its address specified pursuant to Article XIII. Section 9.02 Revolving Loans made pursuant to this Section 2.04(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.05(e) and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 6.01 had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.04(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.04(d), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.04(d), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Revolving Loans Maturity Date, the Borrower Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $10,000, any portion of the outstanding Swing Line Loans, upon notice to the Agent and the Swing Line Bank. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or fifth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) with a Revolving Loan Commitment greater than zero to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3(d), each Lender with a Revolving Loan Commitment greater than zero shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.3(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or and 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, or (dD) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(d), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.3(d), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Loan Notes and each Swing Line Loan shall be paid in full on or before the date selected sixth Business Day after the Borrowing Date for such Swing Line Loan (or such longer period as may be agreed to by the Administrative Agent. In addition, the Swing Line Lender Bank). Outstanding Swing Line Loans may be repaid from the proceeds of Revolving Loans or Swing Line Loans. Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $1,000,000 (or such lesser amount as may be agreed to by the Swing Line Bank) and in increments of $1,000,000 (or such lesser amount as may be agreed to by the Swing Line Bank) in excess thereof or the full amount of such Swing Line Loan. If the applicable Borrower at any time in its sole discretion with respect fails to any outstanding repay a Swing Line Loan require each Lender on the applicable date when due, the applicable Borrower shall be deemed to fund the participation acquired by such Lender pursuant have elected to borrow a Floating Rate Loan under Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount 3.1 as of such Lender’s Revolving Percentage date equal in amount to the unpaid amount of such Swing Line Loan (including, without limitation, notwithstanding the minimum amount of Floating Rate Loans as provided in Section 3.1). The proceeds of any interest accrued and unpaid thereon) for the purpose of repaying such Loan shall be used to repay such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to Unless the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section upon the request of or with the consent of the Required Banks shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies have notified the Swing Line Lender, Bank prior to its making any Swing Line Loan, that any the applicable condition conditions precedent set forth in Section 4.1 or 4.2 has Article VIII have not then been satisfied, such Lender’s each Bank's obligation to make Revolving Loans pursuant to Section 3.1 and to repay such Swing Line Loan pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) 3.5 shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) including the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender Bank fails to make payment to the Administrative Agent of any amount due under this SectionSection 3.5(c), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender Bank hereunder until the Administrative Agent receives such payment from such Lender Bank or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reason any Bank fails to make payment to the Borrower Administrative Agent of any amount due under this Section 3.5(c), such Bank shall repay in full be deemed, at the outstanding principal balance option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line LoansBank, without recourse or warranty, an undivided interest in and participation in the Swing Line Loan in the amount of the Loan such Bank was required to make pursuant to this Section 3.5(c) and such interest and participation may be recovered from such Bank together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of demand by the Administrative Agent and ending on the date such obligation is fully satisfied.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentCompany on or before the seventh (7th) Business Day after the Borrowing Date for such Swing Line Loan. The Company may at any time pay, without penalty or premium, all outstanding Swing Line Loans. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, (ii) shall at any time upon the request of the Swing Line Bank in its sole discretion, or (iii) shall on the seventh (7th) Business Day after the Borrowing Date of any Swing Line Loan, require (by giving notice thereof to each Lender to fund with a Tranche C Revolving Loan Commitment not later than 10:00 a.m. (New York time) one Business Day before the participation acquired by date of such Lender pursuant to Section 2.21(cLoan) or require each Lender with a Tranche C Revolving Loan Commitment (including the Swing Line LenderBank) to make a Tranche C Revolving Loan in the amount of such Lender’s 's Pro Rata Tranche C Revolving Percentage Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying all or any outstanding portion of such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis New York time) on the date of any notice received pursuant to this SectionSection 2.3(d), each Lender shall make available its required Tranche C Revolving Loan, in funds immediately available in New York to the Administrative Agent at its address specified pursuant to Article XIIIXV. Tranche C Revolving Loans made pursuant to this Section 2.3(d) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied, such Lender’s 's obligation to make Tranche C Revolving Loans pursuant to this Section 2.3(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the failure to satisfy any condition set forth herein or the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.3(d) or may not make any Revolving Loan required by this Section 2.3, such Lender shall be deemed, at the option of the Administrative Agent or the Swing Line Bank, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the Swing Line Loan in the amount of such Revolving Loan, and such interest and participation shall be paid by such Lender upon demand by the Swing Line Bank together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Tranche C Revolving Loan Termination Date, the Borrower Company shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cseventh (7th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Ratable Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date following the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Ratable Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Ratable Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.2.4 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Ratable Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-set- off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstancescircumstance, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Ratable Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each may at any time pay, without penalty or premium, all outstanding Swing Line Loan Loans, or, in full on a minimum amount of $500,000, any portion of the date selected by outstanding Swing Line Loans upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Agent: (i) may at any time in its sole discretion with respect to any outstanding or (ii) shall on the fifth Business Day after the Borrowing Date for such Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Lenders (including the Swing Line LenderBank) to make a Revolving Loan Facility A Advance at the Floating Rate plus the Applicable Margin in an amount up to the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Loans outstanding on such date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on Loans; PROVIDED, HOWEVER, that the date obligation of any notice received pursuant to this Section, each Lender shall to make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and any such Advance is subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies condition that the Swing Line Lender, prior to its making any Bank believed in good faith that all conditions under Section 5.02 were satisfied at the time the Swing Line Loan, Loan was made. If the Swing Line Bank receives notice from any Lender that any applicable a condition precedent set forth in under Section 4.1 or 4.2 5.02 has not been satisfied, no Swing Line Loans shall be made until (a) such notice is withdrawn by that Lender or (b) the Required Lenders have waived satisfaction of any such condition. The Lenders shall deliver the proceeds of such Advance to the Agent by 12:00 noon (Chicago time) on the applicable Borrowing Date for application to the Swing Line Bank's outstanding Swing Line Loans. Subject to the proviso contained in the second sentence of this Section 2.04(d), each Lender’s 's obligation to make Revolving Loans pursuant available its Pro Rata Share of the Facility A Advance referred to in this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstances, including, including without limitation, (ai) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, or any other Personanyone else, (bii) the occurrence or continuance of a an Event of Default or Event of Unmatured Default, (ciii) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (div) any other circumstances, happening or event Event whatsoever. In If for any reason a Lender does not make available its Pro Rata Share of the event that foregoing Advance, such Lender shall be deemed to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in each Swing Line Loan then being repaid, equal to its Pro Rata Share of all such Swing Line Loans being repaid, so long as such purchase would not cause such Lender to exceed its Facility A Commitment. If any Lender fails to make payment to the Administrative Agent portion of any amount due under this Sectionpaid (or deemed paid) to the Agent is recovered by or on behalf of the Borrower from the Agent in bankruptcy or otherwise, interest shall accrue thereon at the Federal Funds Effective Rate for each day during loss of the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent so recovered shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay shared ratably among all Lenders in full the outstanding principal balance of the Swing Line Loansaccordance with their respective Pro Rata Shares.

Repayment of Swing Line Loans. The Borrower shall pay each may at any time pay, without penalty or premium, all outstanding Swing Line Loan Loans, or, in full on a minimum amount of $500,000, any portion of the date selected by outstanding Swing Line Loans upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent: (i) may at any time in its sole discretion with respect to any outstanding or (ii) shall on the fifth Business Day after the Borrowing Date for such Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Lenders (including the Swing Line LenderBank) to make a Revolving Loan Advance at the Alternate Base Rate in an amount up to the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Loans outstanding on such date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on Loans; provided, however, that the date obligation of any notice received pursuant to this Section, each Lender shall to make available its required any such Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and Advance is subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies condition that the Swing Line Lender, prior to its making any Bank believed in good faith that all conditions under Section 5.02 were satisfied at the time the Swing Line Loan, Loan was made. If the Swing Line Bank receives notice from any Lender that any applicable a condition precedent set forth in under Section 4.1 or 4.2 5.02 has not been satisfied, no Swing Line Loan shall be made until (A) such notice is withdrawn by that Lender or (B) the Required Lenders have waived satisfaction of any such condition. The Lenders shall deliver the proceeds of such Revolving Advance to the Administrative Agent by 12:00 noon (Chicago time) on the applicable Borrowing Date for application to the Swing Line Bank’s outstanding Swing Line Loans. Subject to the proviso contained in the second sentence of this Section 2.10(e), each Lender’s obligation to make available its Pro Rata Share of the Revolving Loans pursuant Advance referred to in this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstances, including, including without limitation, (a1) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, or any other Personanyone else, (b2) the occurrence or continuance of a an Event of Default or Event of Unmatured Default, (c3) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d4) any other circumstances, happening or event Event whatsoever. In If for any reason a Lender does not make available its Pro Rata Share of the event that foregoing Revolving Advance, such Lender shall be deemed to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in each Swing Line Loan then being repaid, equal to its Pro Rata Share of all such Swing Line Loans being repaid, so long as such purchase would not cause such Lender to exceed its Commitment. If any Lender fails to make payment portion of any amount paid (or deemed paid) to the Administrative Agent is recovered by or on behalf of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and Borrower from the Administrative Agent in bankruptcy or otherwise, the loss of the amount so recovered shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay shared ratably among all Lenders in full the outstanding principal balance of the Swing Line Loansaccordance with their respective Pro Rata Shares.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the earlier of the Maturity Date and the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the any Swing Line Lender (i) may at any time in its sole discretion with respect to any of its outstanding Swing Line Loan Loans, or (ii) shall, on the fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the such Swing Line Lender) to make a Revolving Loan in the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.4.5, each Revolving Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.5 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Revolving Lender notifies the shall have notified any Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has 4.2, as applicable, had not been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.5 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the any Swing Line Lender or any other Person, (b) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.5, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.5, such Revolving Lender shall accrue be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the applicable Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower or applicable Subsidiary upon demand by the Swing Line Lender and automatically without demand on the date selected by the Administrative AgentFacility Termination Date. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Any Swing Line Loan outstanding in any currency other than U.S. Dollars shall be immediately converted to U.S. Dollars (at such exchange rate reasonably determined by the Agent) at any time such a Revolving Loan is to be made. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Detroit to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent . Any Swing Line Loan outstanding in any currency other than U.S. Dollars shall be entitled immediately converted to receive, retain and apply against U.S. Dollars (at such obligation exchange rate reasonably determined by the principal and interest otherwise payable Agent) at any time a Revolving Loan is to be made to refund such Swing Line Loan or a Lender hereunder until the Administrative Agent receives is to purchase a participation in such payment from such Lender or such obligation is otherwise fully satisfiedSwing Line Loan. On the Facility Termination Date, the Borrower and any applicable Subsidiary shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the applicable Borrower on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan, and, notwithstanding the foregoing, any Swing Line Loans outstanding on the date selected that is two (2) Business Days prior to the Non-Extended Revolving Loan Termination Date shall be paid in full by the applicable Borrower on such date (any such payment date, the “Swing Line Repayment Date ”). The Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $1,000,000 and increments of $1,000,000 in excess thereof (or such other increment to which the Company and the Swing Line Bank may agree with respect to any such payment), any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan or (ii) shall on the applicable Swing Line Repayment Date with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Loan Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan, which Revolving Loan shall be in an amount equal to such Revolving Loan Lender’s Pro Rata Share of such Swing Line Loan. Not No later than noon 3:00 p.m. (Minneapolis New York time) on the date of any notice received pursuant to this SectionSection 2.2(D), each such Revolving Loan Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available to the Administrative Agent in New York, New York at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.2(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article IIII and in the definition of Interest Period. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Each Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(D), the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such Revolving Loan Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Loan Lender fails to make available to the Administrative Agent any Revolving Loan required to be made pursuant to this Section 2.2(D), such Revolving Loan Lender shall accrue be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. For the avoidance of doubt, and the Administrative Agent obligations of any Non-Extending Lender to make Revolving Loans pursuant to this Section 2.2(D) shall terminate on the Non-Extended Revolving Loan Termination Date in accordance with Section 2.5(B), at which time such obligations of the Non-Extending Lenders shall be entitled reallocated to receive, retain and apply against the Extending Lenders ratably in accordance with their respective Pro Rata Shares of the Aggregate Revolving Loan Commitment as described in such obligation Section 2.5(B) (determined after giving effect to the principal and interest otherwise payable to such Lender hereunder until termination of the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfiedRevolving Loan Commitments of the Non-Extending Lenders). On the Facility Termination DateDate applicable to Extending Lenders, the Borrower Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount and increments of $100,000, any portion of the outstanding Swing Line Loans, upon notice to the Agent and the Swing Line Bank. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or fifth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSECTION 2.1(B)(IV), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section SECTION 2.1(B)(IV) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 SECTION 2.8 and subject to the other conditions and limitations therein set forth and set forth in this Article ARTICLE II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has SECTIONS 5.1 and 5.2 had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section SECTION 2.1(B)(IV) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or of continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, or (dD) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSECTION 2.1(B)(IV), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this SECTION 2.1(B)(IV), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each may at any time pay, without penalty or premium, all outstanding Swing Line Loan Loans, or, in full on a minimum amount of $500,000, any portion of the date selected by outstanding Swing Line Loans upon notice to the Administrative AgentAgent and the Swing Line Lender. In addition, the Swing Line Lender Administrative Agent: (i) may at any time in its sole discretion with respect to any outstanding or (ii) shall on the (3rd) Business Day after the Borrowing Date for such Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Lenders (including the Swing Line Lender) to make extend a Borrowing consisting of ABR Revolving Loan Loans in an amount up to the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Loans outstanding on such date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on Loans; provided, however, that the date obligation of any notice received pursuant to this Section, each Lender shall to make available its required any such Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and Loan is subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies condition that the Swing Line Lender, prior to its making any Lender believed in good faith that all conditions under Section 4.02 were satisfied at the time the Swing Line Loan, Loan was made. If the Swing Line Lender receives notice from any Lender that any applicable a condition precedent set forth in under Section 4.1 or 4.2 4.02 has not been satisfied, no Swing Line Loan shall be made until (A) such notice is withdrawn by that Lender or (B) the Required Lenders have waived satisfaction of any such condition. The Lenders shall deliver the proceeds of the Revolving Loans under this Section 2.02(e) to the Administrative Agent by 1:00 p.m., Central time, on the applicable Borrowing Date for application to the Swing Line Lender’s 's outstanding Swing Line Loans. Subject to the proviso contained in the second sentence of this Section 2.02(e), each Lender's obligation to make Revolving Loans pursuant available its Pro Rata Share of the Borrowing referred to in this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.02(e) shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstances, including, including without limitation, (a1) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Lender, or any other Personanyone else, (b2) the occurrence or continuance of a Default or Event of Unmatured Default, (c3) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d4) any other circumstances, happening or event Event whatsoever. In If for any reason a Lender does not make available its Pro Rata Share of the event that foregoing Borrowing, such Lender shall be deemed to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in each Swing Line Loan then being repaid, equal to its Pro Rata Share of all such Swing Line Loans being repaid, so long as such purchase would not cause such Lender to exceed its Commitment. If any Lender fails to make payment portion of any amount paid (or deemed paid) to the Administrative Agent is recovered by or on behalf of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and Borrower from the Administrative Agent in bankruptcy or otherwise, the loss of the amount so recovered shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay shared ratably among all Lenders in full the outstanding principal balance of the Swing Line Loansaccordance with their respective Pro Rata Shares.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrowers on or before the seventh (7th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cseventh (7th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXV. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerBorrowers, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the applicable Borrower on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. The applicable Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount of $100,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its the sole discretion of the Swing Line Bank with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(cfifth (5th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage 's Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.2(D), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIIIXV. Revolving Loans made pursuant to this Section 2.2(D) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(D), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reason any Lender fails to make payment to the Borrower Administrative Agent of any amount due under this Section 2.2(D), such Lender shall repay in full be deemed, at the outstanding principal balance option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Loans.Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the earlier of the Maturity Date and the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the any Swing Line Lender (i) may at any time in its sole discretion with respect to any of its outstanding Swing Line Loan Loans, or (ii) shall, on the tenth (10th) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the such Swing Line Lender) to make a Revolving Loan in the amount of such Revolving Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.4.5, each Revolving Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.5 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Notwithstanding the foregoing, upon the occurrence of (i) the Maturity Date, (ii) any Event of Default described in Section 7.6 or 7.7, (iii) the date on which the Obligations are accelerated; or (iv) the date on which the Commitments shall be terminated (each, an “Automatic Swing Line Participation Event”), each Revolving Lender shall be deemed to absolutely and unconditionally acquire participations in all of the Swing Line Loans outstanding at such time and to be required to make Revolving Loans in respect thereof, in each case without notice or any further action from any Swing Line Lender, Lender or the Administrative Agent. Upon the occurrence of an Automatic Swing Line Participation Event, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice each Revolving Lender’s Pro Rata Share of the outstanding Swing Line Loan or Loans (provided, that failure of the Administrative Agent to deliver such notice shall not relieve the Revolving Lenders of their obligations to acquire participations in Swing Line Loans or to make Revolving Loans under this Section 2.4.5). Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m. New York City time, on such Business Day, and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the applicable Swing Line Lender, such Lender’s Pro Rata Share of all such Swing Line Loans. Unless a Revolving Lender notifies the shall have notified any Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has 4.2, as applicable, had not been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.5 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the any Swing Line Lender or any other Person, (b) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4.5, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4.5, such Revolving Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the applicable Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the NYFRB Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each may at any time pay, without penalty or premium, all outstanding Swing Line Loan Loans, or, in full on a minimum amount of $500,000, any portion of the date selected by outstanding Swing Line Loans upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent: (i) may at any time in its sole discretion with respect to any outstanding or (ii) shall on the fifth Business Day after the Borrowing Date for such Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Lenders (including the Swing Line LenderBank) to make a Revolving Loan Advance at the Alternate Base Rate in an amount up to the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Loans outstanding on such date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on Loans; provided, however, that the date obligation of any notice received pursuant to this Section, each Lender shall to make available its required any such Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and Advance is subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies condition that the Swing Line Lender, prior to its making any Bank believed in good faith that all conditions under Section 5.02 were satisfied at the time the Swing Line Loan, Loan was made. If the Swing Line Bank receives notice from any Lender that any applicable a condition precedent set forth in under Section 4.1 or 4.2 5.02 has not been satisfied, no Swing Line Loan shall be made until (A) such notice is withdrawn by that Lender or (B) the Required Lenders have waived satisfaction of any such condition. The Lenders shall deliver the proceeds of such Revolving Advance to the Administrative Agent by 1:00 p.m. (New York time) on the applicable Borrowing Date for application to the Swing Line Bank’s outstanding Swing Line Loans. Subject to the proviso contained in the second sentence of this Section 2.10(e), each Lender’s obligation to make available its Pro Rata Share of the Revolving Loans pursuant Advance referred to in this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstances, including, including without limitation, (a1) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, or any other Personanyone else, (b2) the occurrence or continuance of a an Event of Default or Event of Unmatured Default, (c3) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (d4) any other circumstances, happening or event Event whatsoever. In If for any reason a Lender does not make available its Pro Rata Share of the event that foregoing Revolving Advance, such Lender shall be deemed to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in each Swing Line Loan then being repaid, equal to its Pro Rata Share of all such Swing Line Loans being repaid, so long as such purchase would not cause such Lender to exceed its Commitment. If any Lender fails to make payment portion of any amount paid (or deemed paid) to the Administrative Agent is recovered by or on behalf of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and Borrower from the Administrative Agent in bankruptcy or otherwise, the loss of the amount so recovered shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay shared ratably among all Lenders in full the outstanding principal balance of the Swing Line Loansaccordance with their respective Pro Rata Shares.

Repayment of Swing Line Loans. The Each Swing Line Loan shall be paid in full by the Borrower shall pay on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. If not sooner paid by the Borrower, each Swing Line Loan in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender (a) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired made by such Lender pursuant to Section 2.21(cSwing Line Lender, or (b) or shall on the fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan made by such Swing Line Lender, require each Lender (including the Swing Line LenderLenders) to make a Revolving Ratable Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.04.4 prior to 10:00 a.m. (Chicago time) on such day (or not later than noon (Chicago time) on the next Business Day in the case of any such notice received after 10:00 a.m. (Chicago time)), each Lender shall make available its required Revolving Ratable Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIIISection 9.01. Revolving Ratable Loans made pursuant to this Section 2.04.4 shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.02.4 and subject to the other conditions and limitations set forth in this Article II2. Unless a Lender notifies shall have notified the applicable Swing Line Lender, prior to its the making any Swing Line LoanLoan by such Swing Line Lender, that any applicable condition precedent set forth in Section 4.1 Sections 3.01 or 4.2 has 3.02 had not then been satisfied, such each Lender’s obligation to make Revolving Ratable Loans pursuant to this Section 2.04.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (ai) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the any Swing Line Lender or any other Person, (bii) the occurrence or continuance of a Default or Event of Default, (ciii) any adverse change in the condition (financial or otherwise) of the Borrower, or (div) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.04.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.04.4, such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lenders, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Ratable Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Syndicated Borrowers on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan or such later date as is agreed to between the Company and the Swing Line Bank at the time of the making of such Swing Line Loan. The Syndicated Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum Dollar Amount of $50,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Bank (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, or (ii) shall on the tenth (10th) Business Day, or such later repayment date as is agreed to between the Company and the Swing Line Bank, after the Borrowing Date of any Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Revolving Lender (including the Swing Line LenderBank) to make a Revolving Loan in, at the Swing Line Bank’s option, the amount (in the amount currency in which such Swing Line Loan was made) of such Revolving Lender’s Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan and, to the extent so repaid, the applicable Syndicated Borrower’s obligation to make such repayment shall be discharged and replaced by the resulting Revolving Loan; provided, that Revolving Lenders shall have two (2) Business Days to fund any non-Dollar Revolving Loans being used to repay a non-Dollar Swing Line Loan; provided, further, that if any Revolving Lender shall fail to make available to the Administrative Agent its required Revolving Loan in accordance with the following sentence, the applicable Syndicated Borrower shall repay the outstanding principal amount of the Swing Line Loan then outstanding due to such failure within three (3) Business Days of demand therefor by the Administrative Agent (and, to the extent so repaid, no Default shall have occurred in respect of such Swing Line Loan). Not No later than noon 2:00 p.m. (Minneapolis Chicago time) (unless the applicable Revolving Loan is denominated in a currency other than Dollars, in which case 2:00 p.m. London time) on the date of specified in any notice received pursuant to this SectionSection 2.2(D) (with the understanding that Revolving Lenders shall have two (2) Business days to fund non-Dollar Revolving Loans), each Revolving Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available to the Administrative Agent in Chicago at its address specified pursuant to Article XIIIXIV or at the applicable Eurocurrency Payment Office. Revolving Loans made pursuant to this Section 2.2(D), if made in Dollars, shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Revolving Loans made pursuant to this Section 2.2(D), if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Loans having an Interest Period selected by the Swing Line Bank and thereafter shall be subject to Section 2.9 and the other conditions and limitations therein set forth and set forth in this Article II. Unless a Revolving Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1, 5.2, 5.3 and 5.4, as applicable, had not then been satisfied, such Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerCompany, or (d) any other circumstances, happening or event whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(D), interest the Administrative Agent shall be entitled to receive, retain and apply against such obligation in accordance with Section 12.2(B) amounts otherwise payable to such Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied, and such amount shall accrue thereon interest at the Federal Funds Effective Rate or at the then applicable Eurocurrency Rate for the applicable currency (as determined by the Administrative Agent) for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Borrowers may at any time pay, ----------------------------- without penalty or premium, all outstanding Swing Line Loans upon notice to the Administrative Agent and the Swing Line Lender. Each Swing Line Loan shall be paid in full on the date selected by the Administrative Agentapplicable Borrower on or before the seventh (7th) Business Day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (a) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (b) shall on the participation acquired by such Lender pursuant to Section 2.21(cseventh (7th) or Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Ratable Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) pursuant to Section 2.2 hereof for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.19.4, each Lender shall make available its required Revolving Ratable Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article IIXV. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has had not then been satisfiedsatisfied (assuming that a Swing Line Loan is an Advance), such Lender’s 's obligation to make Revolving Ratable Loans pursuant to this Section 2.19.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (ai) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (bii) the occurrence or continuance of a Default or Event of Unmatured Default, (ciii) any adverse change in the condition (financial or otherwise) of the BorrowerMidas and its Subsidiaries, or (div) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.19.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.19.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Ratable Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each may at any time pay, without penalty or premium, all outstanding Swing Line Loan Loans, or, in full on a minimum amount of $100,000, any portion of the date selected by outstanding Swing Line Loans upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender may Administrative Agent shall: (i) at any time in its sole discretion with respect to any outstanding at the request of the Swing Line Loan Bank and (ii) on the fifth Business Day after the Borrowing Date for such Swing Line Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Lenders (including the Swing Line LenderBank) to make a Revolving Loan an Alternate Base Rate Advance in an amount up to the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) Loans outstanding on such date for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on Loans; PROVIDED, HOWEVER, that the date obligation of any notice received pursuant to this Section, each Lender shall to make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and such Advance is subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies condition that the Swing Line Lender, prior to its making any Bank believed in good faith that all conditions under Section 4.3 were satisfied at the time the Swing Line Loan, Loan was made. If the Swing Line Bank receives notice from any Lender that any applicable a condition precedent set forth in under Section 4.1 or 4.2 4.3 has not been satisfied, no Swing Line Loans shall be made until (a) such notice is withdrawn by such Lender or (b) the Required Lenders have waived satisfaction of any such condition. The Lenders shall deliver the proceeds of such Advance to the Administrative Agent by 12:00 noon (Chicago time) on the applicable Borrowing Date for application to the Swing Line Bank's outstanding Swing Line Loans. Subject to the proviso contained in the first sentence of this Section 2.2.4, each Lender’s 's obligation to make Revolving Loans pursuant available its Percentage of the Advance referred to in this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable absolute and absolute unconditional and shall not be affected by any circumstancescircumstance, including, including without limitation, (ai) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank, or any other Personanyone else, (bii) the occurrence or continuance of a Default or Event of Unmatured Default, (ciii) any adverse change in the condition (financial or otherwise) of the Borrower, Borrower or (div) any other circumstancescircumstance, happening or event whatsoever. In If for any reason a Lender does not make available its Percentage of the event that foregoing Advance, such Lender shall be deemed to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in each Swing Line Loan then being repaid, equal to its Percentage of all such Swing Line Loans being repaid, so long as such purchase would not cause such Lender to exceed its Commitment. If any Lender fails to make payment portion of any amount paid (or deemed paid) to the Administrative Agent should be recovered by or on behalf of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and Borrower from the Administrative Agent in bankruptcy, otherwise, the loss of the amount so recovered shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loansshared ratably among all Lenders.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by Overstock on the date selected by the Administrative AgentSwing Line Bank. In addition, the Swing Line Lender Bank may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender Bank to fund the participation acquired by such Lender Bank pursuant to Section 2.21(c1.11(c) or require each Lender Bank (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such LenderBank’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis time) Salt Lake City time on the date of any notice received pursuant to this SectionSection 1.11(d), each Lender Bank shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent Bank at its address specified pursuant to Article XIIIherein. Revolving Loans made pursuant to this Section 1.11(d) shall initially be Base Rate Loans Advances and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans LIBOR Based Advances in the manner provided in Section 2.7 1.16 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such LenderI. Such Bank’s obligation to make Revolving Loans pursuant to this Section 1.11(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c1.11(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender Bank may have against the BorrowerOverstock, the Administrative AgentBank, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerOverstock, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender Bank fails to make payment to the Administrative Agent Bank of any amount due under this SectionSection 1.11(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent Bank shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender Bank hereunder until the Administrative Agent Bank receives such payment from such Lender Bank or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower Overstock shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan in full on the date selected made by the Administrative Agent. In addition, the Swing Line Lender may hereunder shall be due and payable upon the expiration of the Swing Line Period relating to such Swing Line Loan. The Swing Line Lender may, at any time and in its sole discretion with respect and absolute discretion, by written notice to any outstanding the Borrower and the Agent (which shall promptly deliver a copy thereof to the other Lenders), demand repayment of its Swing Line Loan require each Lender to fund the participation acquired Loans then outstanding by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make way of a Revolving Loan borrowing (a "Mandatory Borrowing"), in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing in the amount of the then outstanding Swing Line Loans which shall bear interest at the Adjusted ABR; provided, however, that any such demand shall also be deemed to have been given one Business Day prior to each of (i) the Maturity Date, (ii) the occurrence of any Event of Default, (iii) upon acceleration of the Obligations hereunder, and (iv) the exercise of remedies in accordance with the provisions of Section 7.1 hereof. Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of a Mandatory Borrowing, in the amount (but in proportion to each Lender’s 's Pro Rata Share) and in the manner specified in the preceding sentence and on the same such date notwithstanding that (A) the amount of the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Percentage Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.2 hereof, (E) the date of such Swing Line Loan Mandatory Borrowing, or (F) any reduction in the Commitments or termination of the Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any interest accrued and unpaid thereon) for as a result of the purpose commencement of repaying such Swing Line Loan. Not later than noon a proceeding in bankruptcy with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (Minneapolis time) on as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any notice payments received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to from the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans Borrower on or after such date and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(cpurchase) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, from the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change such participations in the condition then outstanding Swing Line Loans as shall be necessary to cause each such Lender to share in such Swing Line Loans ratably based upon its respective Pro Rata Share (financial or otherwise) determined before giving effect to any termination of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment Commitments pursuant to the Administrative Agent last paragraph of Section 7.1), provided that (1) all interest payable on the Swing Line Loans from and including the day upon which the Mandatory Borrowing would otherwise have occurred shall be for the account of the Lenders and (2) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swing Line Lender interest on the principal amount due under this Sectionof such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, interest shall accrue thereon at the rate equal to, if paid within 2 Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is receivedRate, and thereafter at a rate equal to the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line LoansAdjusted ABR.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on or before the fifth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans upon notice to the Agent and the Swing Line Bank. In addition, the Swing Line Lender Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or fifth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan pursuant to Section 2.2 hereof in the amount of such Lender’s 's pro rata share (determined by the relation of each Lender's Revolving Percentage Loan Commitment to the Aggregate Revolving Loan Commitment) of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon 1:30 p.m. (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.3(d), each Lender shall make available its required Revolving LoanLoan(s), in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article IIXIV. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2 had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.3(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (aA) any set-off, counterclaim, recoupment, defense or any other right that rights which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (bB) the occurrence or continuance of a Default or Event of Unmatured Default, (cC) any adverse change in the condition (financial or otherwise) of the Borrower, or (dD) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.3(d), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.3(d), such Lender shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans. Any Lender with a Tranche A Revolving Loan Commitment greater than zero but with no Tranche B Revolving Loan Commitment has an obligation to purchase participations in Swing Line Loans only to the extent that funding such purchase would not cause such Lender's Tranche A Revolving Credit Obligations to exceed its Tranche A Revolving Loan Commitment.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the earliest of (i) the date selected agreed to by the Administrative AgentSwing Line Lender and the Borrower, (ii) the date 30 days after the Borrowing Date for such Swing Line Loan or (iii) the Facility Termination Date. In addition, the The Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan (or purchase a participation in any outstanding Swing Line Loan if Revolving Loans may not be made due to a Default under Section 7.6 or 7.7) in the amount of such LenderXxxxxx'’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying repaying, or participating in, such Swing Line Loan. Not later than noon (Minneapolis Chicago time) on the date of any notice received pursuant to this SectionSection 2.5.4, each Lender shall make available its required Revolving LoanLoan or participation interest, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency EurodollarTerm Benchmark Loans in the manner provided in Section 2.7 2.10 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Such Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender'’s obligation to make Revolving Loans or purchase participations pursuant to this Section 2.5.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.5.4, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.5.4, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans. 2.6.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative AgentBorrower on demand. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender Bank (including the Swing Line Lender) to make a Revolving Credit Loan in the amount of such LenderBank’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis Tulsa time) on the date of any notice received pursuant to this SectionSection 2.20.4, each Lender Bank shall make available its required Revolving Credit Loan, in funds immediately available in Tulsa to the Administrative Agent at its address specified specified, pursuant to Article XIIISection 2.4. Revolving Credit Loans made pursuant to this Section 2.20.4 shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency LIBOR Loans in the manner provided in Section 2.7 2.6 and subject to the other conditions and limitations set forth in this Article IISection 2. Unless a Lender notifies Bank shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 Sections 3.1 or 4.2 has 3.2 had not then been satisfied, such LenderBank’s obligation to make Revolving Credit Loans pursuant to this Section 2.20.4 to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender Bank may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender Bank fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.20.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Bank hereunder until the Agent receives such payment from such Bank or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Bank fails to make payment to the Agent of any amount due under this Section 2.20.4, such Bank shall accrue be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Credit Loan, and such interest and participation may be recovered from such Bank together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by a Swing Line Loan Note and each Swing Line Loan shall be paid in full by Brightpoint on or before the date selected fifth Business Day after the Borrowing Date for such Swing Line Loan. Outstanding Swing Line Loans may be repaid from the proceeds of Revolving Loans or Swing Line Loans. Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the Administrative Agent. In addition, minimum amount of $100,000 (or such lesser amount as may be agreed to by the Swing Line Lender Lender) and in increments of $100,000 (or such lesser amount as may be agreed to by the Swing Line Lender) in excess thereof or the full amount of such Swing Line Loan. The Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the fifth Business Day after the Borrowing Date of any outstanding Swing Line Loan require each Lender to fund (notwithstanding the participation acquired by such Lender pursuant to minimum amount of Base Rate Advances as provided in Section 2.21(c) or 2.9), require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s 's Revolving Percentage Credit Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to Unless the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans have been notified in writing by the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Lender, Required Lenders prior to its making any Swing Line Loan, that any the applicable condition conditions precedent set forth in Section 4.1 or 4.2 has Article IV have not then been satisfied, such each Lender’s 's obligation to make Revolving Loans pursuant to Section 2.1 and this Section 2.2(d), to repay Swing Line Loans or to fund the participation acquired purchase such loans pursuant to Section 2.21(c2.4(f) or to repay such Swing Line Loan shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) including the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reason any Lender fails to make payment to the Borrower Administrative Agent of any amount due under this Section 2.2(d), such Lender shall repay in full be deemed, at the outstanding principal balance option of the Administrative Agent, to have unconditionally and irrevocably purchased from the applicable Swing Line LoansLender, without recourse or warranty, an undivided interest in and participation in the applicable Swing Line Loan in the amount of the Loan such Lender was required to make pursuant to this Section 2.2(d) and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the Administrative Agent and ending on the date such obligation is fully satisfied.

Repayment of Swing Line Loans. The Borrower Swing Line Loans shall pay be evidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full on the date selected by the Borrower on or before the tenth Business Day after the Borrowing Date for such Swing Line Loan. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in a minimum amount and increments of $100,000, any portion of the outstanding Swing Line Loans, upon notice to the Administrative AgentAgent and the Swing Line Bank. In addition, the Swing Line Lender Administrative Agent (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender to fund Loan, or (ii) shall on the participation acquired by such Lender pursuant to Section 2.21(c) or tenth Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line LenderBank) to make a Revolving Loan in the amount of such Lender’s 's Revolving Percentage Loan Pro Rata Share of such Swing Line Loan (includingLoan, without limitation, any interest accrued and unpaid thereon) for the 32 purpose of repaying such Swing Line Loan. Not later than noon 2:00 p.m. (Minneapolis Chicago, Illinois time) on the date of any notice received pursuant to this SectionSection 2.2(B)(iv), each Lender shall make available its required Revolving LoanLoan or Revolving Loans, in funds immediately available in Chicago, Illinois to the Administrative Agent at its address specified pursuant to Article XIIIXIV. Revolving Loans made pursuant to this Section 2.2(B)(iv) shall initially be Base Floating Rate Loans and thereafter may be continued as Base Floating Rate Loans or converted into Eurocurrency Eurodollar Rate Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line LenderBank, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has Sections 5.1 and 5.2 had not then been satisfied, such Lender’s 's obligation to make Revolving Loans pursuant to this Section 2.2(B)(iv) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender Bank or any other Person, (b) the occurrence or continuance of a Default or Event of Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the BorrowerBorrower or any of its Subsidiaries, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.2(B)(iv), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.2(B)(iv), such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan in full on the date selected made by the Administrative Agent. In addition, ----------------------------- Swing Line Lender hereunder shall be due and payable upon the expiration of the Swing Line Lender may at any time in its sole discretion with respect Period relating to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of The Swing Line Lender may, at any time and in its sole and absolute discretion, by written notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Borrowers and the Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section (which shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject promptly deliver a copy thereof to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line LenderLenders), prior to demand repayment of its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section to repay Swing Line Loans or to fund then outstanding by way of a Revolving Loan borrowing (a "Mandatory Borrowing"), in which case the participation acquired pursuant to Section 2.21(c) Borrower shall be unconditionaldeemed to have requested a Revolving Loan borrowing in the amount of the then outstanding Swing Line Loans which shall bear interest at the Base Rate; provided, continuinghowever, irrevocable and absolute and shall not be affected by any that, in the following circumstances, including, without limitationany such -------- ------- demand shall also be deemed to have been given one Business Day prior to each of (i) the Maturity Date, (aii) the occurrence of any set-offEvent of Default described in - -- clause (g), counterclaim(h) or (i) of Section 7.1 hereof, recoupment(iii) upon acceleration of the Obligations hereunder, defense whether on account of an Event of Default described in clause (g), (h) or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender (i) of Section 7.1 or any other Person, (b) the occurrence or continuance of a Default or Event of Default, and (civ) the exercise of remedies in accordance with the provisions of Section 7.1 hereof. Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any adverse change such request or deemed request on account of a Mandatory Borrowing, in the condition amount (financial or otherwisebut in proportion to each Lender's Pro Rata Share) and in the manner specified in the preceding sentence and on the same such date notwithstanding that (A) the amount of the BorrowerMandatory Borrowing may not comply -------------------- with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.2 hereof, (E) the date of such Mandatory Borrowing, or (dF) any other circumstances, happening reduction in the Revolving Loan Commitment or event whatsoever. In termination of the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable Commitments relating thereto immediately prior to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.Mandatory Borrowing or

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrowers on the date selected by the Administrative Agent. The Borrowers agree and confirm that they are jointly and severally liable for all amounts owing under or in connection with the Swing Line Loans. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon (Minneapolis Central time) on the date of any notice received pursuant to this SectionSection 2.4(d), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Eurodollar Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the any Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section, interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.the

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full on the date selected by the Administrative Agent. In addition, Borrower on or before the fifth Business Day after the Borrowing Date for such Swing Line Lender Loan. Outstanding Swing Line Loans may be repaid from the proceeds of Syndicated Advances or Swing Line Loans. Any repayment of a Swing Line Loan shall be accompanied by accrued interest thereon and shall be in the minimum amount of $500,000 and in increments of $100,000 in excess thereof or the full amount of such Swing Line Loan. If the Borrower at any time in its sole discretion with respect fails to any outstanding repay a Swing Line Loan require each Lender on the applicable date when due, the Borrower shall be deemed to fund the participation acquired by such Lender pursuant have elected to borrow a Floating Rate Advance under Section 2.21(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount 2.1 as of such Lender’s Revolving Percentage date equal in amount to the unpaid amount of such Swing Line Loan (including, without limitation, notwithstanding the minimum amount of Syndicated Advances as provided in Section 2.4). The proceeds of any interest accrued and unpaid thereon) for the purpose of repaying such Advance shall be used to repay such Swing Line Loan. Not later than noon (Minneapolis time) on Unless the date of any notice received pursuant to this Section, each Lender Required Lenders shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies have notified the Swing Line Lender, Lender prior to its the Swing Line Lender making any Swing Line Loan, that any the applicable condition conditions precedent set forth in Section 4.1 or 4.2 has Article IV have not then been satisfied, such each Lender’s 's obligation to make Revolving Loans pursuant to Section 2.1 and this Section 2.9(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) including the occurrence or continuance of a Default; provided that the Swing Line Lender shall not make a Swing Line Loan if, at the time it would otherwise make such Loan, the Swing Line Lender has actual knowledge that a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoeverhas occurred and is continuing. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.9(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On In addition to the Facility Termination Dateforegoing, if for any reason any Lender fails to make payment to the Borrower Agent of any amount due under this Section 2.9(d) or if, for any reason Syndicated Advances cannot be made by the Lenders hereunder, such Lender shall, or shall repay in full be deemed, at the outstanding principal balance option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line LoansLender, without recourse or warranty, an undivided interest in and participation in the applicable Swing Line Loan in the amount of the Loan such Lender was required to make pursuant to this Section 2.9(d) and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the Agent and ending on the date such obligation is fully satisfied.

Repayment of Swing Line Loans. The Borrower shall pay each If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, prepay Swing Line Loan Loans in full on the date selected by the Administrative Agent. In addition, the Swing Line Lender may at any time in its sole discretion with respect an amount equal to any outstanding Swing Line Loan require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c) or require each Lender (including the Swing Line Lender’s Fronting Exposure. (b) to make a Revolving Loan in Defaulting Lender Cure. If the amount of such Lender’s Revolving Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) for the purpose of repaying such Swing Line Loan. Not later than noon (Minneapolis time) on the date of any notice received pursuant to this Section, each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Section 4.1 or 4.2 has not been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the BorrowerCompany, the Administrative Agent, and the Swing Line Lender or any other Personagree in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any amount due under this Sectionconditions set forth therein, interest shall accrue thereon that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date other Lenders or take such amount is received, and other actions as the Administrative Agent shall may determine to be entitled necessary to receivecause the Committed Loans and funded and unfunded participations Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(a)(iv)), retain and apply against such obligation the principal and interest otherwise payable whereupon that Lender will cease to such Lender hereunder until the Administrative Agent receives such payment from such Lender be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or such obligation is otherwise fully satisfied. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance payments made by or on behalf of the Swing Line Loans.Company while that Xxxxxx was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. (c)

Repayment of Swing Line Loans. The Borrower shall pay each Each Swing Line Loan shall be paid in full by the Borrower on the earliest of (i) the date selected by the Administrative AgentSwing Line Lender, (ii) the first date after such Swing Line Loan is made that is the first or 15th day of a calendar month and is at least five Business Days after such Swingline Loan is made, or (iii) the date on which the next Advance is made. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.21(c2.4(c) or require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Revolving Percentage Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon) ), for the purpose of repaying such Swing Line Loan. Not later than noon 1 p.m. (Minneapolis Pacific time) on the date of any notice received pursuant to this SectionSection 2.4(d) (which notice shall be given by Swingline Lender no later than 10 a.m. (Pacific time)), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.7 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender notifies shall have notified the Swing Line Lender, prior to its the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Section Sections 4.1 or 4.2 has had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.21(c2.4(c) shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right that which such Lender may have against the Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this SectionSection 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received, received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On To the extent not otherwise paid when due as specified herein, on the Facility Termination Date, Date the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.