Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. (a) The Borrower shall give the Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).

Manner of Borrowing. (a) The Borrower shall give the Lender (i) for any Loan proposed to be made Lender, on or before 12:00 noon Dallas, Texas time, notice (whether by telephone, facsimile, in person, by mail or within ninety (90e-mail) days following specifying the Initial Drawdown Dateamount of such Advance, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Pricing Selection and, with respect to any Eurodollar Advance, the desired Interest Period. Such notice shall be made at least three Business Days prior to the requested date designated by the Borrower as the date of advance for such Loan, a Eurodollar Advance and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than at least one hundred eighty (180) days Business Day prior to the requested date designated by the Borrower as the date of advance for such Loana Base Rate Advance. Each Notice of Borrowing Advance shall be irrevocable and binding on in the Borroweraggregate principal amount of $100,000 or an integer multiple thereof. (b) Each such Notice of Lender shall, before 12:00 noon Dallas, Texas time on the requested Borrowing shall specify: (i) Date, make available to Borrower, in same day funds the amount of such the Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject If no Interest Period with respect to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance any Eurodollar Advance is specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Datewhen it notifies Lender, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given requested a one-month Interest Period available under the terms hereof with respect to such Advance. (d) The Loans shall be evidenced by the Note. Lender shall record on its books, and prior to any transfer of the Note shall endorse on the schedule forming a part thereof appropriate notations to evidence the date, amount and maturity of each Loan and the date and amount of each payment of principal made by Borrower with respect thereto; provided that the failure of Lender to make any such 30th recordation or endorsement shall not affect the obligations of Borrower hereunder or under any other Loan Document. Lender is hereby irrevocably authorized by Borrower so to endorse the Note and to attach to and make a part of the Note a continuation of any such schedule as and when required. (e) Each Advance shall bear interest on the unpaid balance of the principal amount thereof from the date such Advance is made until paid in full at a varying per annum rate of interest equal to, from day a notice to day, the lessor of (i) the Maximum Rate and (ii) the Applicable Rate. (f) Accrued and unpaid interest on all Advances shall be due and payable as described follows: (i) in the case of each Base Rate Advance, or Eurodollar Advance, on each Interest Payment Date, and (ii) in the case of any Advance, when such Advance shall be due (whether at maturity, by reason of prepayment, scheduled due date, acceleration or otherwise), or converted into another Type but only to the extent accrued on the amount then due or converted. All unpaid principal and accrued unpaid interest shall be due and payable on the Maturity Date. (g) Without duplication of the provisions of Section 2.2(d)(ii)1.03 hereof, all past due principal, and, to the maximum extent permitted by Applicable Law, all past due interest on Advances under this Agreement, the Note and other amounts herein and under each other Loan Document due, shall bear interest on the amounts thereof from time to time remaining unpaid (both before and after judgment) at the Default Rate. (h) The Note, in addition to the applicable terms and provisions hereof and referenced herein, shall otherwise be subject to, and governed by the terms and provisions therein set forth and referenced and such terms and provisions incorporated herein for all purposes.

Manner of Borrowing. (a) The Borrower Request for Borrowing. Each request by Company to Agent for a Borrowing under Section 2.01 (a "Request for Borrowing") shall give be in writing or by telephonic notice and specify the Lender aggregate amount of such requested Borrowing, the requested date of such Borrowing, and, when the Request for Borrowing specifies a LIBOR Borrowing, the Interest Period which shall be applicable thereto; provided, however, that the aggregate number of unpaid LIBOR Borrowings shall not exceed eight (8) at any time. Company shall furnish to Agent the Request for Borrowing as set forth in Section 2.02(c). Any written Request for Borrowing shall: (i) for any Loan proposed to in the case of a Base Rate Borrowing, be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, a Exhibit "D ," and (ii) in the case of a LIBOR Borrowing, be in the form attached hereto as Exhibit "E." If such Request for any Loan proposed to be made any time thereafterBorrowing is by telephonic notice, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing said telephonic notice shall be irrevocable and binding on the Borrower. (b) Each confirmed in writing promptly after such Notice telephonic notice pursuant to a Confirmation of Request for Borrowing shall specify: (i) substantially in the amount form attached hereto as Exhibit "F" in the case of such Loana Base Rate Borrowing and (ii) substantially in the form attached hereto as Exhibit "G" in the case of a LIBOR Borrowing. A Request for Borrowing and a Confirmation of Request for Borrowing may be provided by facsimile transmission; however, which Bank must be in receipt of one or the other prior to funding the Advance. Each Base Rate Borrowing shall be in an aggregate principal amount of at least one hundred thousand dollars ($25,000 100,000.00) or any integral multiple of one hundred thousand dollars (or$100,000.00). Each LIBOR Borrowing shall be in an amount of one million dollars ($1,000,000.00) or any higher integral multiple of $1,000,000.00. Each Request for Borrowing shall be irrevocable and binding on Company and, if in respect of the then unused Commitment is less than $25,000Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such lesser amount); and (ii) Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the conditions to such Advance set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Bank to fund the Advance to be made by Bank as part of such borrowingBorrowing when such Advance, which as a result of such failure, is not made on such date. After receiving a Request for Borrowing in the manner provided herein, Agent shall be a Business Day during the Commitment Period promptly notify each Bank by telephone (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Dateconfirmed immediately by telex or cable). (c) Subject to the terms and conditions , telex or cable of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on Borrowing and such Bank's pro rata share of such Borrowing, the date of on which the advance specified by the Borrower Borrowing is to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d)be made, the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitmentinterest option selected and, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Noticeif applicable, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)Interest Period selected.

Manner of Borrowing. (a) The Borrower Company shall give written or telephonic notice to the Lender Administrative Agent (iwhich notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) for by no later than 12:00 noon (Chicago time) on the date the Company requests that any Loan proposed to Borrowing of Loans be made on or before or within ninety to it under the Commitments, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (90which must be a Business Day, and which date shall be at least three (3) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior Business Days subsequent to the date designated by of such notice in the Borrower as the date case of advance for such Loan, any Borrowing of Loans constituting a LIBOR Portion) and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such LoanBorrowing. Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, which in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall be in an aggregate principal amount of at least $25,000 (or, govern if the then unused Commitment Administrative Agent and the Lenders have acted in reliance thereon. The Lenders undertake to endeavor in good faith to honor on a same day basis Borrowing requests received later than 12:00 noon (Chicago time) but shall incur no liability to the Company if it is less not reasonably practical for them to honor such requests on a same day basis. Not later than $25,000, such lesser amount); and 1:00 p.m. (iiChicago time) on the date specified for any Borrowing of such borrowingLoans to be made hereunder, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the each Lender shall make the amount proceeds of each its Loan comprising part of such Borrowing available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower Administrative Agent in the Notice of Borrowing. (d) At any time and from time to time after the Closing DateChicago, subject Illinois in immediately available funds. Subject to the provisions of this Section 2.2(d)7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder that such Lender does not intend to make its pro rata share of such Borrowing available to the Administrative Agent, the Administrative Agent may give assume that such Lender has made such share available to the Borrower Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a notice (corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount rate per annum equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (iix) give a notice under Section 3.4 reducing the Commitment, as of from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Federal Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such notice, to amount is received by the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction NoticeAdministrative Agent from such Lender, the Borrower shall be deemed to have given on Base Rate in effect for each such 30th day a notice as described in Section 2.2(d)(ii)day.

Manner of Borrowing. (a) The Borrower For each requested Loan, Borrowers shall give the Lender (i) for any Loan proposed deliver to be made on or before or within ninety (90) days following the Initial Drawdown Date, Agent a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as specifying the date of advance for such Loan, a requested Borrowing and (ii) for any Loan proposed to be made any time thereafter, the amount thereof. Borrowers may give a duly completed Notice of Borrowing not on the same day it wishes a Loan to be made, provided said Notice of Borrowing is received by Agent no later than 3:00 P.M. 11:00 a.m. (New York City Seattle time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as on the date of advance for such Loanthe requested borrowing. Each Notice of Borrowing shall be irrevocable given in writing or orally and binding promptly confirmed in writing, provided, however, that Agent may rely on any oral Notice of Borrowing even if Agent does not receive a written confirmation. If Borrowers simultaneously elect to have interest accrue on a Revolving Loan at an Offshore Related Rate calculated by reference to LIBOR by giving an Interest Rate Notice described in Section 2.6(b) in respect of such borrowing, the Notice of Borrowing shall be given no later than 11:00 a.m. three Business Days prior to the date of the requested borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the Borrower. (b) next succeeding Business Day. Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which be irrevocable and shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); deemed to constitute a representation and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower warranty by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, Borrowers that as of the date of such notice, notice the statements set forth in Article 4 are true and correct and that no Default or Event of Default has occurred and is continuing. Agent is authorized to make Loans upon the request of any person authorized in writing by the President or the CEO of the Northwest Pipe Company to make such requests. Each Loan requested by Borrowers under this Section shall be in an amount of Loans then outstandingnot less than $100,000 and an integral multiple of $100,000. If the Borrower does not give either On receipt of a Notice of Borrowing Borrowing, Agent shall promptly notify each Lender by telephone, telex or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days telefax of the date of the Mandatory Borrowing or Reduction Noticerequested borrowing and the amount thereof. Each Lender shall before 1:00 p.m. (Seattle time) on the date of the requested borrowing, pay such Lender's Revolving Loan Pro Rata Share of the Borrower shall be deemed aggregate principal amount of the requested borrowing in immediately available funds to have given on Agent at its Commercial Loan Processing Center in Seattle, Washington. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 3, and after receipt by Agent of such 30th day a notice as described in Section 2.2(d)(ii)funds, Agent will promptly make such funds available to Borrowers by depositing them to the ordinary checking account maintained by Borrowers with Agent.

Manner of Borrowing. (a) The Borrower shall give the Lender Agent notice (iwhich shall be irrevocable) no later than 12:00 noon (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for any Loan proposed to the making of such Loans. Each such notice shall be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. Schedule 1.02 and shall specify (New York City timei) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than one hundred twenty (120) days prior to the date designated lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower as hereunder. Upon receipt of any such notice, the date Agent shall promptly notify each Bank of advance for such Loanthe contents thereof and of the amount, Kind and (ii) for any Type of each Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding Bank on the Borrowerrequested date specified therein. (b) Each such Notice Not later than 1:00 p.m. (New York time) on each requested date for the making of Borrowing shall specify: (i) the amount of such LoanLoans, which shall be in an aggregate principal amount of at least $25,000 (oreach Bank shall, if it has received the then unused Commitment is less than $25,000notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such lesser amount); and (ii) the date of Bank on such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees date. Any Bank's failure to make a any Loan earlier than to be made by it on the Initial Drawdown Date)requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Subject Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank will not make available to the terms and conditions of this AgreementAgent the Loans requested to be made by such Bank on such date, the Lender Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall make not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each Loan day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower credit to an account designated by the Borrower maintained in the Notice of Borrowing. (d) At any time Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and from time to time after the Closing Date, subject as shall be acceptable to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)Agent.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (a) it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Lender (i) for any Loan proposed to Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be made on by telephone, if confirmed in writing, facsimile, electronic mail, or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing other written communication substantially in the form of Exhibit B E attached hereto not (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, Specified Time; and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall must specify: (i) the amount of such LoanBorrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be in be, subject to Section 2.2 hereof, US Dollars or an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amountAlternate Currency); and (iiiv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the date Secured Parties, in and on 100% of such borrowingthe Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be a Business Day during submitted by each applicable Borrower (or such Request for borrowing shall specify the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Daterespective amounts being requested by each applicable Borrower). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified . Any Request for Borrowing received by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time Administrative Agent after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower Specified Time shall be deemed to have been given by the applicable Borrower on such 30th day a notice as described the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.2(d)(ii2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof.

Manner of Borrowing. (a) The For each requested Revolving Loan, Borrower shall give Lender prior notice (a “Notice of Borrowing”) specifying the Lender date of a requested borrowing (iwhich must be a Business Day) for any Loan proposed to be made on or before or within ninety (90) days following and the Initial Drawdown Date, a duly completed amount thereof. A Notice of Borrowing may be in writing or given orally by a Responsible Officer on the form same day it wishes a Revolving Loan to be made; provided that said Notice of Exhibit B attached hereto Borrowing is received by Lender no later than 2:00 p.m. (Walla Walla time) on the date of the requested borrowing; provided, further, that, any request given orally shall be confirmed by Borrower in a writing or by e-mail delivered to Lender not later than 3:00 P.M. 2:00 p.m. (New York City Walla Walla time) not less than one hundred twenty (120) days prior to on the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loanoral request is made. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 deemed to constitute a representation and warranty by Borrower that (or, if the then unused Commitment is less than $25,000, such lesser amount); and (iia) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing the statements set forth in Article 4 are true and correct in all material respects (subject to any waivers of the terms thereof then in effect in accordance with the terms of this Agreement); and (b) no Default or a notice reducing Event of Default shall have occurred and is continuing or will result from disbursement of the Commitment, as required requested Revolving Loan. Each Revolving Loan requested by Borrower under this Section 2.2(d2.2 shall be in an amount that is an integral multiple of Five Thousand Dollars ($5,000) and not less than Twenty-five Thousand Dollars ($25,000), within 30 days . Upon fulfillment to Lender’s satisfaction of the date of the Mandatory Borrowing or Reduction Noticeapplicable conditions set forth in this Section 2.2 and in Article 3, the Lender will promptly make such funds available to Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)by depositing them into an account maintained by Borrower at Lender’s main office, Walla Walla, Washington.

Manner of Borrowing. (a) The For each requested Loan, the Borrower shall give the Lender (i) for Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or oral Notice of Borrowing on the same day it wishes any Base Rate Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed if said Notice of Borrowing in the form of Exhibit B attached hereto not is received by Agent no later than 3:00 P.M. 10:00 a.m. (New York City Seattle time) not less than one hundred twenty on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (120Seattle time) days on a Business Day at least three Business Days prior to the date designated by the Borrower as the requested date of advance borrowing. Requests for such Loanborrowing, and (ii) for any Loan proposed to or confirmations thereof, received after the designated hour will be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to deemed received on the date designated by the Borrower as the date of advance for such Loannext succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); deemed to constitute a representation and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the warranty by Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, that as of the date of such notice, to notice the amount statements set forth in Article VI are true and correct in all material respects and that no Default or Event of Loans then outstandingDefault has occurred and is continuing. If the Borrower does not give either On receipt of a Notice of Borrowing Borrowing, the Agent shall promptly notify each Lender by telephone, telex or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days facsimile of the date of the Mandatory Borrowing or Reduction Noticerequested borrowing and the amount thereof. Each Lender shall before 12:00 noon (Seattle time) on the date of the requested borrowing, pay such Lender's Pro Rata Share of the aggregate principal amount of the requested borrowing in immediately available funds to the Agent at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article V, and after receipt by the Agent of such funds, the Agent will either (a) promptly make such funds available to the Borrower shall at a general checking account maintained by the Borrower at the Agent, or at such other place as may be deemed designated by the Borrower in a writing delivered to have given on the Agent; (b) if requested by the Borrower in writing to do so, will apply such 30th day a notice as described in Section 2.2(d)(ii).funds against the Borrower's obligations to make payments of interest accruing under this Agreement, the Note or any other Loan

Manner of Borrowing. (a) The Borrower shall give the Lender Northern written or telephonic prior irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (i) for any Loan proposed to be made on or before or within ninety the date at least three (903) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Business Days prior to the date designated by the Borrower as the date of advance for such Loan, each requested Borrowing of LIBOR Loans and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the advance specified date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. Northern will then notify LaSalle Bank in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice to LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lender to make LIBOR Loans, Northern shall give notice to the Borrower and to LaSalle Bank of the interest rate applicable thereto promptly after Northern has made such determination. LaSalle Bank, on the date of Borrowing of any Revolving Credit Loan, shall remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to an account designated by the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower in the Notice of Borrowing. (d) At any time and from time fails to time after the Closing Date, subject give notice pursuant to the provisions of this Section 2.2(d), 4.2 of the Lender may give reborrowing of the Borrower a notice (a "Mandatory principal amount of any maturing Borrowing or Reduction Noticeof a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") requiring and has not notified Northern by 11:00 a.m. (Chicago time) on the Borrower day such Borrowing matures or such reimbursement obligation becomes due that it intends to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of repay such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Noticesuch reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have given requested a Borrowing of Prime Rate Loans on such 30th day a notice in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as described in Section 2.2(d)(ii)the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. (a) The Borrower shall give the Lender (i) for any Loan proposed to Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be made on by telephone, if confirmed in writing, electronic mail, or before or within ninety (90) days following the Initial Drawdown Dateother written communication, a duly completed Notice of Borrowing substantially in the form of Exhibit B attached E hereto not (a “Request for Borrowing”). Any Request for Borrowing may be revoked by the Borrower, subject to compliance with Section 4.5 hereof. Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than 3:00 P.M. 2:00 p.m. (New York City time) not less than one hundred twenty at least (120i) days four (4) Business Days prior to the date designated by the Borrower as the requested date of advance for such the funding of a Eurocurrency Rate Loan, and ; (ii) for any two (2) Business Days prior to the requested date of the funding of a Term RFR Loan proposed or a Daily Simple RFR Loan (other than in Dollars); (iii) two (2) Business Days prior to the requested date of the funding of a Daily Simple RFR Loan in Dollars; or (iv) one (1) Business Day prior to the requested date of the funding of a Reference Rate Loan (other than a Same-Day Borrowing in Dollars); (b) with respect to a Same-Day Borrowing, shall be made any time thereafter, a duly completed Notice of Borrowing not furnished to the Administrative Agent no later than 3:00 P.M. 10:00 a.m. (New York City time) not less than one hundred eighty (180) days prior to on the date designated by the Borrower as the requested date of advance for such Loan. Each Notice funding of Borrowing shall be irrevocable a Reference Rate Loan constituting a Same-Day Borrowing; and binding on the Borrower. (bc) Each such Notice of Borrowing shall must specify: (iA) the Borrower(s); (B) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 Borrowing; (or, if C) the then unused Commitment is less than $25,000, such lesser amount)Interest Option; (D) the Interest Period therefor; and (iiE) the date Currency in the case of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a an RFR Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified or Eurocurrency Rate Loan. Any Request for Borrowing received by the Borrower to an account designated by Administrative Agent after the Borrower applicable time specified in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower immediately preceding sentence shall be deemed to have been given by the Borrower on the next succeeding Business Day; provided, however, with respect to any Request for Borrowing which is received after the applicable time set forth in clauses (a)(i), (ii) and (iii) above, the Administrative Agent and the Lenders shall use best efforts to fund such 30th day Loan as a notice Reference Rate Loan or as described a Daily Simple RFR Loan by the date set forth in the applicable Request for Borrowing. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.2(d)(ii2.8, 3.3(c), 3.3(d) or 4.3 hereof.

Manner of Borrowing. Unless otherwise agreed to by ------------------- Lender, each Revolving Loan shall be in the amount of Five Hundred Thousand Dollars (a$500,000) The Borrower or a whole multiple of One Hundred Thousand Dollars ($100,000) in excess of that amount and shall give the Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto notice from Borrower to Lender given not later than 3:00 P.M. 12:00 (noon) New York City timetime two (2) not less than one hundred twenty (120) days Business Days prior to the date designated of the proposed Revolving Loan. Each such notice of a requested Revolving Loan shall be by telephone, confirmed immediately by the delivery by hand or facsimile to Lender of a Request for Loan, in the form annexed hereto as Exhibit C, properly completed, specifying therein the requested date (which must be a Business Day) and amount of such Revolving Loan and certifying that (a) there is no Default or Event of Default under this Agreement and (b) the total amount of all the outstanding Revolving Loans does not exceed the Maximum Amount of Revolving Loans (a "Request for Revolving Loan"). The information set forth in such Request for Revolving Loan shall be conclusive against Borrower as (but not against Lender). Each Request for Revolving Loan by Borrower hereunder shall be deemed a representation by Borrower to Lender that the conditions to such Revolving Loan set forth in Section 8 hereof have been satisfied. Not later than 3:00 p.m. New York City time on the date of advance for such Loan, and (ii) for any Revolving Loan proposed is requested to be made any time thereafter, a duly completed Notice and upon fulfillment of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior the applicable conditions set forth in this Agreement to the date designated satisfaction of Lender, Lender will make such Revolving Loan available to Borrower by the Borrower as the date wire transfer of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such LoanRevolving Loan to Borrower's account at The Industrial Bank of Japan, which shall be in an aggregate principal amount of at least $25,000 Limited, New York Branch (orAccount No. 2051-14033, if the then unused Commitment is less than $25,000, Attention: ▇▇. ▇▇▇▇▇▇ Biereder) or to such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the other account as Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and may from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)designate.

Manner of Borrowing. (a) The Borrower shall give the Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Agreement (and in particular Section 2.2(d10) and provided no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided herein), the Lender may give Borrower may, during the Borrower Facility A Period, request a notice (a "Mandatory Borrowing or Reduction Notice") requiring from the Borrower Facility A Lenders and, from time to either (i) give a Notice of Borrowing for a Loan in an amount equal to time during the then unused amount of Facility B Period, request Borrowings from the CommitmentFacility B Lenders, as provided in Section 2.2(a)(i)applicable, or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, up to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing Facility A Total Commitment or a notice reducing the Facility B Total Commitment, as required the case may be, in a minimum amount of $10,000,000, and in whole multiples of $1,000,000 in excess thereof (or the remaining balance available thereunder), (a) if by this Section 2.2(dway of a US Prime Rate Loan, (i) with respect to the initial Borrowing, upon giving irrevocable telephone notice to the Administrative Agent at least by 11:00 a.m. on the requested Drawdown Date, followed by written confirmation to the Administrative Agent on the same day by 12:00 noon substantially in the form set forth in Schedule 3.6 (or such other form as the Administrative Agent may approve) and (ii) with respect to any other Borrowing, upon giving irrevocable telephone notice to the Administrative Agent at least by 12:00 noon on the Business Day preceding the Drawdown Date, followed by written confirmation to the Administrative Agent on the same day substantially in the form set forth in Schedule 3.6 (or such other form as the Administrative Agent may approve); and (b) if by way of a Libor Loan, within 30 days of upon giving irrevocable telephone notice to the date of Administrative Agent at least by 12:00 noon on the Mandatory Borrowing Business Day immediately preceding the relevant Interest Determination Date, followed by written confirmation to the Administrative Agent on the same day substantially in the form set forth in Schedule 3.6 (or Reduction Noticesuch other form as the Administrative Agent may approve); and subject to the terms hereof, the Borrower relevant Lenders shall be deemed make each such Advance available to have given the extent that on such 30th day a notice the relevant Drawdown Date, the Aggregate Commitment remaining unadvanced and uncancelled hereunder and, as described appropriate, the amount remaining unadvanced and uncancelled under the Facility A Total Commitment and/or the Facility B Total Commitment is, in Section 2.2(d)(ii)each case, then sufficient to allow for the requested Borrowing.

Manner of Borrowing. (a) The Revolving Credit Line and Reducing Non-Revolving Loans. For each requested Revolving Loan or Reducing Non-Revolving Loan, Borrower shall give Lender prior notice (a "Notice of Borrowing") specifying the Lender date of a requested borrowing (i) for any which must be a Business Day), the amount thereof, and whether such borrowing is a Revolving Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Reducing Non-Revolving Loan. A Notice of Borrowing may be in writing or given orally by a Responsible Officer on the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any same day it wishes a Revolving Loan proposed or Reducing Non-Revolving Loan to be made any time thereafter, a duly completed made; provided that said Notice of Borrowing not is received by Lender no later than 3:00 P.M. 2:00 p.m. (New York City Walla Walla time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified requested borrowing; provided, further, that, any request given orally shall be confirmed by the Borrower to an account designated by the Borrower in a writing or by e-mail delivered to Lender not later than 2:00 p.m. (Walla Walla time) on the date such oral request is made. Each such Notice of Borrowing. shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that (da) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing the statements set forth in Article 4 are true and correct in all material respects (subject to any waivers of the terms thereof then in effect in accordance with the terms of this Agreement); and (b) no Default or a notice reducing Event of Default shall have occurred and is continuing or will result from disbursement of the Commitment, as required requested Revolving Loan or Reducing Non-Revolving Loan. Each Revolving Loan or Reducing Non-Revolving Loan requested by Borrower under this Section 2.2(d2.2(a) shall be in an amount that is an integral multiple of Five Thousand Dollars ($5,000) and not less than Twenty-five Thousand Dollars ($25,000), within 30 days . Upon fulfillment to Lender's satisfaction of the date applicable conditions set forth in this Section 2.2(a) and in Article 3, Lender will promptly make such funds available to Borrower by depositing them into an account maintained by Borrower at Lender's main office, Walla Walla, Washington. Notwithstanding the foregoing, the proceeds of the Mandatory Borrowing or Reduction Notice, initial Revolving Loan will be made available to Borrower by wire transfer to U.S. Bank National Association for application to Indebtedness of Borrower arising under the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)Existing Credit Agreement.

Manner of Borrowing. (a) The Borrower shall give the Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Agreement (and in particular Section 2.2(d10) and provided no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided herein), each Borrower may from time to time request Borrowings from the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, Lenders up to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing Revolving Facility Total Commitment, Term Facility Total Commitment or a notice reducing the relevant Overdraft and L/C Facility Commitment, as required the case may be: (a) in the case of Advances under the Revolving Facility or the Term Facility which must, in each instance, be in a minimum amount of US$5,000,000 or Cdn$5,000,000, as the case may be, and whole multiples of US$1,000,000 or Cdn$1,000,000 in excess thereof: (i) if by this Section 2.2(dway of a Prime Rate Loan, US Base Rate Loan or Base Rate Loan or if by way of a Borrowing by way of Bankers' Acceptances, upon giving irrevocable telephone notice to the Agent at least by 12:00 noon on the Business Day preceding the Drawdown Date, followed by written confirmation to the Agent on the same day substantially in the form set forth in SCHEDULE "K" (or such other form as the Agent may approve); and (ii) if by way of a Libor Loan, within 30 days upon giving irrevocable telephone notice to the Agent at least by 12:00 noon on the Business Day immediately preceding the relevant Interest Determination Date, followed by written confirmation to the Agent on the same day substantially in the form set forth in SCHEDULE "K" (or such other form as the Agent may approve); (b) in the case of Advances under the Overdraft Facility: (i) if by way of overdraft, by creating an overdraft in the relevant Canadian Borrower's Account maintained with Royal or in the relevant US Borrower's Account maintained with the US Overdraft and L/C Lender, in which case such overdraft will be covered by an Advance from Royal or the US Overdraft and L/C Lender, as the case may be, into the said account (X) in a minimum amount of US$10,000 or Cdn$10,000, as the case may be, or any multiple thereof so as to cover the overdraft in the case of the date Canadian Overdraft and L/C Facility and (Y) to the nearest US Dollar so as to cover the overdraft in the case of the Mandatory US Overdraft and L/C Facility (PROVIDED THAT the eurodollar-based advance granted prior ------------- to the Formal Date by the US Overdraft and L/C Lender to CII with an interest period ending on July 29, 1998 shall, on the date hereof, be transferred to and constitute a Borrowing under the US Overdraft and L/C Facility which shall continue to bear interest on a eurodollar basis until the expiry of the said interest period); or (ii) if by way of the issuance of a Letter of Credit, by following the procedure set forth in Section 6.2 and by giving notice thereof to the relevant Overdraft and L/C Lender substantially in the form set forth in SCHEDULE "L" (or Reduction Noticesuch other form or in such other manner as the relevant Overdraft and L/C Lender may approve); and subject to the terms hereof, the Borrower relevant Lenders shall be deemed make each such Advances available to have given the extent that on such 30th day a notice the relevant Drawdown Date, the Aggregate Commitment remaining unadvanced and uncancelled hereunder and, as described appropriate, the amount remaining unadvanced and uncancelled under the Revolving Facility Total Commitment, the Term Facility Total Commitment and/or the Relevant Overdraft and L/C Commitment is, in Section 2.2(d)(ii)each case, then sufficient to allow for the requested Borrowing.

Manner of Borrowing. (a) The Borrower shall give the Lender (i) for any Loan proposed to be made Lender, on or before 12:00 noon Dallas, Texas time, notice (whether by telephone, facsimile, in person, by mail or within ninety (90e-mail) days following specifying the Initial Drawdown Dateamount of such Advance, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Pricing Selection and, with respect to any Eurodollar Advance, the desired Interest Period. Such notice shall be made at least three Business Days prior to the requested date designated by the Borrower as the date of advance for such Loan, a Eurodollar Advance and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than at least one hundred eighty (180) days Business Day prior to the requested date designated by the Borrower as the date of advance for such Loana Base Rate Advance. Each Notice of Borrowing Advance shall be irrevocable and binding on in the Borroweraggregate principal amount of $100,000 or an integer multiple thereof. (b) Each such Notice of Lender shall, before 12:00 noon Dallas, Texas time on the requested Borrowing shall specify: (i) Date, make available to Borrower, in same day funds the amount of such the Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject If no Interest Period with respect to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance any Eurodollar Advance is specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Datewhen it notifies Lender, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given requested a one-month Interest Period available under the terms hereof with respect to such Advance. 5 (d) The Loans shall be evidenced by the Note. Lender shall record on its books, and prior to any transfer of the Note shall endorse on the schedule forming a part thereof appropriate notations to evidence the date, amount and maturity of each Loan and the date and amount of each payment of principal made by Borrower with respect thereto; provided that the failure of Lender to make any such 30th recordation or endorsement shall not affect the obligations of Borrower hereunder or under any other Loan Document. Lender is hereby irrevocably authorized by Borrower so to endorse the Note and to attach to and make a part of the Note a continuation of any such schedule as and when required. (e) Each Advance shall bear interest on the unpaid balance of the principal amount thereof from the date such Advance is made until paid in full at a varying per annum rate of interest equal to, from day a notice to day, the lessor of (i) the Maximum Rate and (ii) the Applicable Rate. (f) Accrued and unpaid interest on all Advances shall be due and payable as described follows: (i) in the case of each Base Rate Advance, or Eurodollar Advance, on each Interest Payment Date, and (ii) in the case of any Advance, when such Advance shall be due (whether at maturity, by reason of prepayment, scheduled due date, acceleration or otherwise), or converted into another Type but only to the extent accrued on the amount then due or converted. All unpaid principal and accrued unpaid interest shall be due and payable on the Maturity Date. (g) Without duplication of the provisions of Section 2.2(d)(ii)1.03 hereof, all past due principal, and, to the maximum extent permitted by Applicable Law, all past due interest on Advances under this Agreement, the Note and other amounts herein and under each other Loan Document due, shall bear interest on the amounts thereof from time to time remaining unpaid (both before and after judgment) at the Default Rate. (h) The Note, in addition to the applicable terms and provisions hereof and referenced herein, shall otherwise be subject to, and governed by the terms and provisions therein set forth and referenced and such terms and provisions incorporated herein for all purposes.

Manner of Borrowing. (a) The For each requested Loan, Borrower shall give the Lender (i) for any Loan proposed deliver to be made on or before or within ninety (90) days following the Initial Drawdown Date, Agent a duly completed Notice of Borrowing specifying the date of a requested borrowing, the amount thereof, and the Applicable Currency. A Notice of Borrowing for an Offshore Currency Loan shall be in the form of Exhibit B attached hereto not as Exhibit A. Borrower may give a written or oral Notice of Borrowing on the same day it wishes a Loan to be made, provided said Notice of Borrowing is received by Agent no later than 3:00 P.M. 10:00 a.m. (New York City Seattle time) not less on the date of the requested borrowing, provided, if Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than one hundred twenty the Prime Rate by giving an Interest Rate Notice (120as defined in Section 2.5(b)) days in respect of such borrowing or Borrower elects to have an Offshore Currency Loan, the Notice of Borrowing shall be given orally or in writing prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the date designated by the Borrower as the requested date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed borrowing. Any Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior given orally shall promptly be confirmed by Borrower in a writing delivered to Agent. Requests for borrowing received after the date designated by hour will be deemed received on the Borrower as the date of advance for such Loannext succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); deemed to constitute a representation and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the warranty by Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, that as of the date of such noticenotice the statements set forth in Article 5 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. Agent is authorized to make Loans upon the request of any of the following persons: Deborah A. Coleman, Joseph H. Ho▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇nf▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇er ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇wer may from time to time designate by a written notice to the Agent. Each Loan requested by Borrower under this Section 2.2 shall be in an amount of Loans then outstandingnot less than $100,000 and an integral multiple of $100,000. If the Borrower does not give either On receipt of a Notice of Borrowing Borrowing, Agent shall promptly notify each Lender by telephone, telex or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days telefax of the date of the Mandatory Borrowing or Reduction Noticerequested borrowing and the amount thereof as denominated in the Applicable Currency. The Dollar Equivalent amount of any Loan in an Offshore Currency will be determined by the Agent for such Loan on the Computation Date in accordance with Section 2.9. Each Lender shall before 1:00 p.m. (Seattle time) on the date of the requested borrowing, pay such Lender's Pro Rata Share of the aggregate principal amount of the requested borrowing in immediately available funds and in the requested currency to Agent at its Commercial Loan Processing Center, Seattle, Washington. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 4, and after receipt by Agent of such funds, Agent will promptly make such funds available to Borrower shall be deemed by depositing them to have given on such 30th day a notice as described in Section 2.2(d)(ii)the ordinary checking account maintained by Borrower at Bank of America.

Manner of Borrowing. (a) The Borrower In addition to any requirements mentioned in this Agreement, each advance shall give the Lender (i) for any Loan proposed to be made only on or a Business Day, as requested to the Lenders by the Borrower in a notice of borrowing which must have been received by the Facility Agent at least five (5) Business Days prior to the Date of Borrowing submitted no later than 10AM (ten before or within ninety noon Western Indonesia Time) (90) days following the Initial Drawdown Date, a duly completed “Notice of Borrowing Borrowing”), which substantially shall be in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such LoanA hereto. Each The Notice of Borrowing shall be irrevocable and binding on for any reason upon receipt by the BorrowerFacility Agent, unless (1) the Borrower notifies the Facility Agent in writing of the revocation thereof no later than 10AM (ten before noon Western Indonesia Time) 3 (three) Business Days prior to the Date of Borrowing as set forth in the relevant Notice of Borrowing; or (2) the Lenders through the Facility Agent otherwise consent in writing, such consent not to be unreasonably withheld. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which Any advance shall be made in Rupiah, in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is not less than $25,000Rp 100,000,000,000 (one hundred billion Rupiah). In the event of an advance exceeding such amount, such lesser amount); and the advance must be in the multiplication amounts of Rp 25,000,000,000 (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Datetwenty five billion Rupiah). (c) Subject to the terms and conditions of this Agreement, each of the Lender Lenders shall make deposit the amount of each the Loan available as specified in the relevant Notice of Borrowing to a special account of the Borrower by transferring the amount thereof Facility Agent on the date Date of the advance Borrowing as specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing, after which the Facility Agent shall remit all such amounts to a bank account of the Borrower on the Date of Borrowing, which bank will be notified by the Borrower in writing in the relevant Notice of Borrowing. All transaction fees arising in relation to the remittance of the amounts to the bank account of the Borrower shall be for the account of the Lenders. (d) At The Borrower’s obligation to repay each of the advances shall be evidenced by the Notice of Borrowing as per Exhibit A. The issue of the instrument shall not constitute a novation. (e) Notice of confirmation on rollover of the Loan may be sent by the Borrower to the Facility Agent via any time electronic means either by facsimile or email confirmation in accordance with the facsimile number and email address of the Borrower as registered with the Lenders and the Facility Agent from time to time after time. Such notice of confirmation must be received by the Closing Facility Agent no later than 3 (three) Business Days prior to the relevant Interest Payment Date, which notice shall supplement, form a part of and be subject to the provisions this Agreement. Immediately upon receipt of this Section 2.2(d)such notice of confirmation, the Lender may give Facility Agent shall, on the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring same day as receipt date thereof, forward the Borrower same to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount each of the Commitment, Lenders. (f) The Lenders shall not be responsible or liable for any consequences that may arise from acting on Borrower’s instructions as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)aforesaid.

Manner of Borrowing. (a) The In order to request an Advance hereunder, the Borrower shall give must provide to the Lender Agent an irrevocable written request (iincluding by telecopier or other facsimile communication) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing substantially in the form of Exhibit B attached hereto not later than 3:00 P.M. B, by 10:00 a.m. (New York City Chicago time) not less than one hundred twenty three Business Days before the requested Borrowing Date (120which must be a Business Day), specifying the requested amount (the "BORROWING AMOUNT") days prior to the date designated by the Borrower as the date of advance such Advance, which must be in a minimum amount of $1,000,000 and multiples thereof and any requested Interest Period for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such LoanAdvance. Each Notice of Borrowing shall be irrevocable and binding on the Borrower.If (b) Each such Notice of Borrowing shall specify: (i) the Agent determines that the Borrower is a Qualified Borrower at the time such Advance is made, (ii) no Significant Event has occurred and is continuing, and (iii) a Conduit determines, in its sole discretion, to make the requested Advance, such Conduit shall transfer to the Agent on the requested Borrowing Date the amount of such Loan, which Advance it is willing to make. The Agent shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available transfer to the Borrower the proceeds of any Advance delivered by transferring the amount thereof on applicable Conduit as described above. Following each such funding of an Advance, the date Agent shall deliver to the Borrower a confirmation of the advance specified principal amount, interest rate and Interest Period of such Advance. Whenever the Borrower requests an Advance, the Agent shall determine whether Windmill or Amsterdam shall make such Advance or whether Windmill and Amsterdam shall each make an Advance, with the aggregate amount of such Advances not to exceed the requested Borrowing Amount. Each request for an Advance hereunder shall constitute a representation or warranty by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitmenthereunder, as of the date of such noticerequest, that (i) no Significant Event shall exist or result from such Advance and (ii) that the conditions set forth in Sections 6.2(b) and (c) would be satisfied if such Advance were a Committed Loan. (b) The Borrower hereby authorizes the Agent to rely upon the amount telephone or written instructions of Loans then outstanding. If any person the Borrower does not give either Agent in good faith believes is a Notice of Borrowing or a notice reducing the CommitmentResponsible Officer, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, and in all cases the Borrower shall be deemed to have given on bound thereby in the same manner as if such 30th day a notice as described in Section 2.2(d)(ii)person were authorized or such signature were genuine.

Manner of Borrowing. (a) The Borrower shall give the Lender Agent irrevocable written or telephonic notice (ia “Borrowing Notice”) for any Loan proposed to be made by 11:00 a.m., Chicago, Illinois time, (a) on or before or within ninety the date at least two (902) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Business Days prior to the date designated by the Borrower as the date of advance for such Loaneach requested Borrowing of LIBOR Loans, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the advance specified by the Borrower to an account designated by the Borrower in the Notice proposed date of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d)which must be a Business Day, the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused aggregate amount of the Commitmentrequested Borrowing, as provided the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in Section 2.2(a)(i)writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or (iiafter LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give a notice under Section 3.4 reducing to Borrower and to the CommitmentLenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, as of on the date of such noticeBorrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans then outstanding. If (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Borrower does not give either Loan made by it as a Notice part of such Refunding Borrowing or a notice reducing the CommitmentL/C Refinancing Borrowing, as required by this Section 2.2(d)the case may be, within 30 days on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the date Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Mandatory Borrowing or Reduction Notice, the Commitment - Revolving Credit. Each payment and prepayment made by Borrower shall be deemed made to have given the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on such 30th the last day a notice as described in Section 2.2(d)(ii)of the Interest Period applicable thereto.

Manner of Borrowing. (a) The Borrower shall give the Lender Agent notice of the Borrower's intention to borrow under the Revolving Credit Loan or Declining Revolving Credit Loan at least one Business Day before the requested funding date, in each case specifying: (i1) for any Loan the proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the funding date of advance for such Loan, and ; (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i2) the amount of such Loan, which shall be in an aggregate ; (3) whether the principal amount of any such Revolving Credit Loan, together with the principal amount of all Revolving Credit Loans then outstanding, is within the Borrowing Base at least $25,000 (or, if such time and is within the then unused Total Revolving Credit Commitment is less than $25,000, at such lesser amount)time; and (ii4) whether the principal amount of any such Declining Revolving Credit Loan, together with the principal amount of all Declining Revolving Credit Loans then outstanding, is within the Maximum Availability at such time and is within the Total Declining Revolving Credit Commitment at such time. The Agent shall promptly forward a copy of each such notice to each Lender. Not later than 1:00 p.m. Omaha, Nebraska time on the date such Loan is to be funded, each Lender will make available to the Agent in immediately available funds, such Lender's Percentage of such borrowing, which shall be a Business Day during Loan. After the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions Agent's receipt of this Agreementsuch funds, the Lender Agent shall make the amount of each such Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of Borrower. All notices given under this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed irrevocable and shall be given not later than 12:00 p.m. Omaha, Nebraska time on the day which is not less than the number of Business Days specified above for such notice. For purposes of this Section, the Borrower agrees that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to have given be a representative of the Borrower. The Agent shall promptly give notice to each Lender of each request for a Revolving Credit Loan or Declining Revolving Credit Loan and, in any event, at least by 12:00 p.m., Omaha, Nebraska time, on the second Business Day before the Business Day such 30th day a notice as described in Section 2.2(d)(ii)Loan is to be made.

Manner of Borrowing. (a) Each Borrowing hereunder shall be made by one or more Borrowers. The Borrower applicable Borrowers shall give the Lender (i) for any Loan proposed to Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be made on by telephone, if confirmed in writing, facsimile, electronic mail, or before or within ninety (90) days following the Initial Drawdown Dateother written communication, a duly completed Notice of Borrowing substantially in the form of Exhibit B attached E hereto not (a “Request for Borrowing”), to which the Borrowers shall attach an updated Borrowing Base Certificate. Any Request for Borrowing may be revoked by the Borrowers, subject to compliance with Section 4.5 hereof. Each Request for Borrowing, (a) shall be furnished to the Administrative Agent no later than 3:00 P.M. 11:00 a.m. (New York City time) not less than one hundred twenty at least (120i) days three (3) Business Days prior to the date designated by the Borrower as the requested date of advance for such the funding of a Term SOFR Loan, ; and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. one (New York City time1) not less than one hundred eighty (180) days Business Day prior to the requested date designated of the funding of a Reference Rate Loan or Daily Simple SOFR Loan (or, in each case, such shorter period of time as may be agreed to in writing by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable Administrative Agent and binding on the Borrower. all Lenders); and (b) Each such Notice of Borrowing shall must specify: (iA) the applicable Borrower(s); (B) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 Borrowing; (or, if C) the then unused Commitment is less than $25,000, such lesser amount); Interest Option and (iiD) the date of such borrowing, which shall be a Business Day during the Commitment Interest Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified therefor. Any Request for Borrowing received by the Borrower to an account designated by Administrative Agent after the Borrower applicable time specified in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower immediately preceding sentence shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day; provided, however, with respect to any Request for Borrowing which is received after the applicable time set forth in clauses (a)(i), (ii) and (iii) above, the Administrative Agent and the Lenders shall use best efforts to fund such 30th day Loan as a notice as described Reference Rate Loan by the date set forth in the applicable Request for Borrowing. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.2(d)(ii2.9(f), or 4.3 hereof.

Manner of Borrowing. (a) The Borrower Company shall give written or telephonic notice to the Lender Agent (iwhich notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) for by no later than 11:00 a.m. (Chicago time) on the date the Company requests that any Loan proposed to Borrowing of Loans be made on or before or within ninety to it under the Commitments, and the Agent shall promptly notify each Bank of the Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (90which must be a Business Day, and which date shall be (x) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. at least two (New York City time2) not less than one hundred twenty (120) days prior Business Days subsequent to the date designated by of such notice in the Borrower as case of any Borrowing of Loans aggregating more than $25,000,000 (excluding any continuations or conversions of such Borrowings) and (y) at least three (3) Business Days subsequent to the date of advance for such Loan, notice in the case of any Borrowing of Loans constituting a LIBOR Portion) and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such LoanBorrowing. Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, which in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall be in an aggregate principal amount of at least $25,000 (or, govern if the then unused Commitment Agent and the Banks have acted in reliance thereon. The Banks undertake to endeavor in good faith to honor on a same day basis Borrowing requests received later than 11:00 a.m. (Chicago time) but shall incur no liability to the Company if it is less not reasonably practical for them to honor such requests on a same day basis. Not later than $25,000, such lesser amount); and 1:00 p.m. (iiChicago time) on the date specified for any Borrowing of such borrowingLoans to be made hereunder, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender each Bank shall make the amount proceeds of each its Loan comprising part of such Borrowing available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower Agent in the Notice of Borrowing. (d) At any time and from time to time after the Closing DateChicago, subject Illinois in immediately available funds. Subject to the provisions of this Section 2.2(d)7 hereof, the Lender proceeds of each Loan shall be made available to the Company at the principal office of the Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Agent from each Bank of its pro rata share of such Borrowing. Unless the Agent shall have been notified by a Bank prior to 1:00 (Chicago time) on the date a Borrowing is to be made hereunder that such Bank does not intend to make its pro rata share of such Borrowing available to the Agent, the Agent may give assume that such Bank has made such share available to the Borrower Agent on such date and the Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a notice (corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount rate per annum equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (iix) give a notice under Section 3.4 reducing the Commitment, as of from the date the related payment was due to the Agent to the date two (2) Business Days after the date such payment was due, the Federal Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such notice, to amount is received by the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction NoticeAgent from such Bank, the Borrower shall be deemed to have given on Base Rate in effect for each such 30th day a notice as described in Section 2.2(d)(ii)day.

Manner of Borrowing. (a) The Borrower Company shall give notify the Lender Bank (i) for by 1:30 p.m. (Chicago time) on the date any Domestic Rate Loan proposed is to be made on or before or within ninety made, (90ii) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. by 11:00 a.m. (New York City Chicago time) not less than one hundred twenty at least three (1203) days Business Days prior to the date designated by upon which the Borrower as Company requests that any Eurodollar Rate Loan be made or that any part of the date Domestic Rate Loan or any part of advance for such Loan, an Offered Rate Portion be converted into a Eurodollar Rate Loan and (iiiii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. by 11:00 a.m. (New York City Chicago time) not less than at least one hundred eighty (1801) days Business Day prior to the date designated by upon which the Borrower Company requests that any Offered Rate Loan be made or that any part of the Domestic Rate Loan or any part of a Eurodollar Rate Loan be converted into an Offered Rate Loan (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If any request is made to convert a Fixed Rate Loan into another type of loan available hereunder, such conversion shall only be made so as to become effective as of the date last day of advance the Interest Period applicable thereto. All requests for such Loan. Each Notice the creation, continuance and conversion of Borrowing loans under this Agreement shall be irrevocable irrevocable. Such requests may be written or oral and binding on the Borrower. (b) Each such Notice Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be an authorized representative of Borrowing shall specify: (i) the amount Company without the need of such Loanindependent investigation, which the Company hereby indemnifying the Bank from any liability or loss ensuing from so acting. The proceeds of each loan made under the Revolving Credit shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan made available to the Borrower by transferring Company be being deposited in its account with the amount thereof on Bank or to such other account as the date Company may direct in writing at the time a loan is requested as provided in this SECTION 1.4; PROVIDED, HOWEVER, that if prior to the time the Bank has disbursed the proceeds of such loan an Event of Default or Potential Default shall have occurred, the Bank shall not be required to disburse such loan." 1.4 Section 2.2 of the advance specified Credit Agreement shall be amended by deleting the Borrower last sentence thereof and substituting therefor the following: "The Company may not prepay any Fixed Rate Loan. Unless the Company directs otherwise, principal payments shall first be applied to an account designated by Domestic Rate Loans until payment in full thereof, with any balance applied to the Borrower Fixed Rate Loans in the Notice order in which their Interest Periods expire." 1.5 The definition of Borrowing. the term "Eligible Receivables" appearing in Section 4.1 of the Credit Agreement shall be amended by replacing subsection (d) At any time and from time to time after thereof with the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).following:

Manner of Borrowing. (a) The Borrower shall give the Lender Agent notice (iwhich shall be irrevocable) for any Loan proposed to no later than 10:00 a.m. on the third Eurodollar Business Day before the Delivery Date. Each such notice shall be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. Schedule 1.02 and shall specify (New York City timei) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for the Delivery Date, which shall be a Eurodollar Business Day, (iii) the Type of Eurodollar Rate Loan or Fixed Rate Loan requested and (iv) the amount of such requested Loan, the aggregate amount of which Loan requested shall be not more than the lesser of $* and (ii) for the maximum amount that can then be borrowed under the Commitments, as applicable. Upon receipt of any such notice, the Agent shall promptly notify each Lender of the contents thereof and of the amount and Type of each Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding Lender on the BorrowerDelivery Date. (b) Each Not later than 11:00 a.m. on each Delivery Date, each Lender shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Term Loan to be made by such Notice Lender on such date. Any Lender's failure to make any Term Loan to be made by it on the Delivery Date shall not relieve any other Lender of Borrowing its obligation to make any Term Loan to be made by such other Lender on such date, but such other Lender shall specify: not be liable for such failure. The obligations of the Lenders to make Term Loans hereunder are several and not joint. (ic) Unless the Agent shall have received notice from a Lender prior to 10:00 a.m. on the Delivery Date for the making of any Term Loan that such Lender will not make available to the Agent the Term Loan requested to be made by such Lender on such date, the Agent may assume that such Lender has made such Term Loan available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on the Delivery Date a corresponding amount on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Agent the Term Loan requested to be made by such Lender and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Eurodollar Rate until (and including) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a third Business Day during after demand is made and thereafter at the Commitment Period (unless applicable rate of interest provided in Section 1.03(a). If such Lender does not pay such corresponding amount promptly upon the Lender agrees Agent's demand therefor, the Agent may notify the Borrower and the Borrower shall immediately repay such corresponding amount to make a Loan earlier than the Initial Drawdown DateAgent together with accrued interest thereon at the applicable rate of interest provided in Section 1.03(a). (cd) Subject to the terms and conditions of this Agreementhereof, the Lender shall make the amount of each Loan all Term Loans made available to the Borrower Agent in accordance with Section 1.02(b) shall be disbursed by transferring the amount thereof Agent on the date of the advance specified Delivery Date in Dollars in funds immediately available by the Borrower credit to an account designated by of AVSA; provided that, if the aggregate amount of such Term Loans made available on such Delivery Date is greater than the balance of the purchase price owing to AVSA, the excess will be paid directly to the Borrower or its order or in such other manner as may have been specified in the Notice of Borrowing. (d) At any time applicable notice and from time to time after the Closing Date, subject as shall be acceptable to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)Agent.

Manner of Borrowing. Unless otherwise agreed to by ------------------- Lender, each Uncommitted Loan shall be in the amount of Five Hundred Thousand Dollars ($500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000) in excess of that amount and shall be made on notice from Borrower to Lender of a request for an Uncommitted Loan given not later than 12:00 (noon) New York City time two (2) Business Days prior to the date of the proposed Uncommitted Loan. Each such notice of a requested Uncommitted Loan shall be by telephone, confirmed immediately by the delivery by hand or facsimile to Lender of a Request for Loan, in the form annexed hereto as Exhibit C, properly completed, specifying therein the requested date (which must be a Business Day) and amount of such Uncommitted Loan and certifying that (a) there is no Default or Event of Default under this Agreement and (b) the total amount of all the Uncommitted Loans does not exceed the Maximum Amount of Uncommitted Loans (a "Request for Uncommitted Loan"). The information set forth in such Request for Uncommitted Loan shall be conclusive against Borrower (but not against Lender). Each Request for Uncommitted Loan by Borrower hereunder shall be deemed a representation by Borrower to Lender that the conditions to such Uncommitted Loan set forth in Section 8 hereof have been satisfied. Each Request for Uncommitted Loan shall be reviewed by Lender on a case by case basis and the decision whether or not to make the requested Uncommitted Loan shall be made by Lender in its absolute and sole discretion and irrespective of the fact that Borrower may be in compliance with all the terms and conditions set forth herein or in any of the other Loan Documents. Lender reserves the right to refuse summarily any Request for Uncommitted Loan without any review. Borrower shall give the Lender (i) be promptly notified of Lender's approval or denial of each Request for any Uncommitted Loan. If a Request for Uncommitted Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Dateis approved by Lender, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (p.m. New York City time) not less than one hundred twenty (120) days prior to time on the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Uncommitted Loan proposed is requested to be made any time thereafterand upon fulfillment of the applicable conditions set forth in this Agreement, a duly completed Notice Lender will make such Uncommitted Loan available to Borrower by wire transfer of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such LoanUncommitted Loan to Borrower's account at The Industrial Bank of Japan, which shall be in an aggregate principal amount of at least $25,000 Limited, New York Branch (orAccount No. 2051-14033, if the then unused Commitment is less than $25,000, Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) or to such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the other account as Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and may from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)designate.

Manner of Borrowing. (a) The Borrower shall give the Lender Agent irrevocable written or telephonic notice (ia “Borrowing Notice”) for any Loan proposed to be made by 11:00 a.m., Chicago, Illinois time, (a) on or before or within ninety the date at least two (902) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Business Days prior to the date designated by the Borrower as the date of advance for such Loaneach requested Borrowing of LIBOR Loans, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the advance specified by the Borrower to an account designated by the Borrower in the Notice proposed date of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d)which must be a Business Day, the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused aggregate amount of the Commitmentrequested Borrowing, as provided the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in Section 2.2(a)(i)writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or (iiafter LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give a notice under Section 3.4 reducing to Borrower and to the CommitmentLenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, as of on the date of such noticeBorrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans then outstanding. If (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Borrower does not give either Loan made by it as a Notice part of such Refunding Borrowing or a notice reducing the CommitmentL/C Refinancing Borrowing, as required by this Section 2.2(d)the case may be, within 30 days on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the date Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Mandatory Borrowing or Reduction Notice, the Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by Borrower shall be deemed made to have given the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on such 30th the last day a notice as described in Section 2.2(d)(ii)of the Interest Period applicable thereto.

Manner of Borrowing. (a) The Borrower shall give the Lender Bank notice (iwhich shall be irrevocable) no later than 2:00 p.m. (California time) on the third Business Day before the requested date for the making of any Loan proposed to (such third Business Day being called the “Notification Date”). Each such notice of borrowing shall be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. Schedule 1.02 and shall specify (New York City timea) not less than one hundred twenty the requested date for the making of the requested Loan, which shall be a Business Day, (120b) days prior the account to which proceeds of the date designated by Loan will be remitted, (c) the Borrower as the date of advance Maturity Date for such LoanLoan requested pursuant to Section 1.04, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (id) the amount of such Loan, the Dollar Equivalent of which (determined as of the Notification Date) shall not be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000500,000 (unless the requested Loan is for the entire undrawn amount of the Commitment then available for borrowing hereunder). Not later than the second Business Day before the requested date for the making of such Loan, the Bank will determine the Dollar Equivalent of the amount of the requested Loan as of the Notification Date, and notify the Borrower if (i) the requested amount of the Loan would exceed the undrawn Commitment (determined as of the Notification Date, but assuming that all other Loans which are scheduled to mature on or prior to the date requested for the making of such lesser amountLoan will be duly repaid); , whereupon the amount of the requested Loan will be reduced to the undrawn Commitment, and (ii) the date Bank is unable to accept the Borrower’s requested Maturity Date due to its inability to obtain funding for the relevant maturity on commercially reasonable terms, the Bank shall promptly inform the Borrower of such borrowing, fact and shall provide Borrower with information respecting the terms that the Bank could in fact obtain with respect to the proposed Loan (which shall be a Business Day during terms Borrower may accept or reject in the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Dateexercise of its reasonable discretion). (cb) Subject to Each Loan so requested shall be disbursed by the terms and conditions of this Agreement, Bank not later than the Lender shall make the amount of each Loan requested date therefor (Tokyo time) in Yen in funds immediately available to the Borrower by transferring credit to an account of the Borrower as shall have been specified in the applicable notice of borrowing and as shall be acceptable to the Bank; provided that the Borrower hereby irrevocably directs the Bank to apply the proceed of any Loan to any amounts then due hereunder (including any unpaid principal amount thereof of and interest accrued on any other Loan maturing on or prior to the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date disbursement of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(iiLoan).

Manner of Borrowing. (a) The Borrower shall give the Lender Agent written or telephonic prior irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (i) for any Loan proposed to be made on or before or within ninety the date at least three (903) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Business Days prior to the date designated by the Borrower as the date of advance for such Loan, each requested Borrowing of LIBOR Loans and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the advance specified date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to an account designated by the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower in the Notice of Borrowing. (d) At any time and from time fails to time after the Closing Date, subject give notice pursuant to the provisions of this Section 2.2(d), 4.2 of the Lender may give reborrowing of the Borrower a notice (a "Mandatory principal amount of any maturing Borrowing or Reduction Noticeof a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") requiring and has not notified the Borrower Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of repay such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Noticesuch reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have given requested a Borrowing of Prime Rate Loans on such 30th day a notice in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as described in Section 2.2(d)(ii)the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. (a) The Borrower Company hereby requests a Term ------------------- Borrowing on the Closing Date in an amount equal to the Term Loan Commitments. The Company shall give the Lender Administrative Agent an irrevocable notice (i) for any Loan proposed to a "Notice ------ of Term Borrowing"), which shall be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing substantially in the form of Exhibit B attached B-1 ----------------- hereto not later than 3:00 P.M. and shall be delivered to the Administrative Agent on or before 11:00 A.M. (New York City time) not less than one hundred twenty (120a) days prior to if all or any Portion of such Term Borrowing is comprised of Eurodollar Loans, at least three Business Days before the date designated Closing Date unless otherwise agreed by the Borrower as Administrative Agent and the date of advance for such Loan, Lenders and (iib) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than otherwise one hundred eighty (180) days prior to Business Day before the date designated by the Borrower as the date of advance for such LoanClosing Date. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Term Borrowing shall specify: (i) the amount of each Portion, if any, into which such Loan, Borrowing is to be divided (which shall be in a minimum of $1,000,000 or an aggregate principal amount integral multiple of at least $25,000 (or100,000 in excess thereof), if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date type of Loans comprising such borrowingTerm Borrowing or any Portion thereof and (iii) if such Term Borrowing or any Portion thereof is to consist of Eurodollar Loans, the Interest Period to be initially applicable thereto (which shall be a Business Day during period permitted by the Commitment Period (unless definition of "Interest Period" in Section 1 hereof). The Loans comprising --------------- the Term Borrowings shall be made ratably by the Term Lenders in proportion to the amount of each Term Lender's respective Term Loan Commitment. Upon receipt by the Administrative Agent of the Notice of Term Borrowing, the Administrative Agent shall promptly advise each Lender agrees to make a Loan earlier than of the Initial Drawdown Date). (c) details thereof. Subject to the terms and conditions of this Agreement, the each Term Lender shall make available to the Administrative Agent the amount of each its Term Loan available to the Borrower in Dollars by transferring the amount thereof no later than 12:00 noon (New York City time), on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).

Manner of Borrowing. (a) The Borrower Each Borrowing shall give the Lender (i) for any Loan proposed to be made on or before or within ninety notice, given not later than 10:00 A.M. (90Chicago time) days following on the Initial Drawdown Datethird Business Day prior to the date of the proposed Borrowing comprising Eurodollar Rate Advances and on the date of any proposed Borrowing comprising Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof. Each such notice of a duly completed Borrowing (a "Notice of Borrowing Borrowing") shall be by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit B attached hereto hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances to be made in connection with such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance; provided that the Borrower may not later deliver more than 3:00 P.M. three (New York City 3) Notice of Borrowings hereunder. Each Lender shall, before 11:00 A.M. (Chicago time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as on the date of advance such Borrowing, make available for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice the account of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior its applicable Lending Office to the date designated by Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion (according to the Lenders' respective Commitments) of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower as at the date of advance for such Loan. Agent's aforesaid address. (b) Each Notice notice of Borrowing shall be irrevocable and binding on the Borrower. . In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss (b) Each excluding any loss of anticipated profits), cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing shall specify: (i) for such Borrowing the amount applicable conditions set forth in Article III, including, without limitation, any such loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such LoanBorrowing when such Advance, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date as a result of such borrowingfailure, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date)is not made on such date. (c) Subject Unless the Agent shall have received notice from a Lender prior to the terms and conditions date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing, in accordance with subsection (a) of this AgreementSection 2.02 and the Agent may, the Lender shall in reliance upon such assumption, make the amount of each Loan available to the Borrower by transferring on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount thereof on together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the advance specified Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing, and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. Nothing in this subsection shall be deemed to relieve any Lender from its obligation to make any Advance required to be made by such Lender hereunder or to prejudice any rights the Borrower to an account designated may have against any Lender as a result of any default by the Borrower in the Notice of Borrowingsuch Lender hereunder. (d) At The failure of any time and from time Lender to time after make the Closing DateAdvance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, subject if any, hereunder to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of make its Advance on the date of such noticeBorrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) Notwithstanding anything, to the amount of Loans then contrary contained herein, no more than six Borrowings may be outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)at any time.

Manner of Borrowing. (a) The Borrower shall give the Lender Agent notice (iwhich shall be irrevocable) for any Loan proposed to no later than 10:00 a.m. on the third Eurodollar Business Day before the Delivery Date. Each such notice shall be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. Schedule 1.02 and shall specify (New York City timei) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for the Delivery Date, which shall be a Eurodollar Business Day, (iii) the Type of Eurodollar Rate Loan or Fixed Rate Loan requested and (iv) the amount of such requested Loan, the aggregate amount of which Loan requested shall be not more than the lesser of $[***] and (ii) for the maximum amount that can then be borrowed under the Commitments, as applicable. Upon receipt of any such notice, the Agent shall promptly notify each Lender of the contents thereof and of the amount and Type of each Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding Lender on the BorrowerDelivery Date. [***] Represents material that has been omitted and filed separately with the Securities and Exchange Commission under a Confidental Treatment Request. (b) Each Not later than 11:00 a.m. on each Delivery Date, each Lender shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Term Loan to be made by such Notice Lender on such date. Any Lender's failure to make any Term Loan to be made by it on the Delivery Date shall not relieve any other Lender of Borrowing its obligation to make any Term Loan to be made by such other Lender on such date, but such other Lender shall specify: not be liable for such failure. The obligations of the Lenders to make Term Loans hereunder are several and not joint. (ic) Unless the Agent shall have received notice from a Lender prior to 10:00 a.m. on the Delivery Date for the making of any Term Loan that such Lender will not make available to the Agent the Term Loan requested to be made by such Lender on such date, the Agent may assume that such Lender has made such Term Loan available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on the Delivery Date a corresponding amount on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Agent the Term Loan requested to be made by such Lender and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Eurodollar Rate until (and including) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a third Business Day during after demand is made and thereafter at the Commitment Period (unless applicable rate of interest provided in Section 1.03(a). If such Lender does not pay such corresponding amount promptly upon the Lender agrees Agent's demand therefor, the Agent may notify the Borrower and the Borrower shall immediately repay such corresponding amount to make a Loan earlier than the Initial Drawdown DateAgent together with accrued interest thereon at the applicable rate of interest provided in Section 1.03(a). (cd) Subject to the terms and conditions of this Agreementhereof, the Lender shall make the amount of each Loan all Term Loans made available to the Borrower Agent in accordance with Section 1.02(b) shall be disbursed by transferring the amount thereof Agent on the date of the advance specified Delivery Date in Dollars in funds immediately available by the Borrower credit to an account designated by of AVSA; provided that, if the aggregate amount of such Term Loans made available on such Delivery Date is greater than the balance of the purchase price owing to AVSA, the excess will be paid directly to the Borrower or its order or in such other manner as may have been specified in the Notice of Borrowing. (d) At any time applicable notice and from time to time after the Closing Date, subject as shall be acceptable to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)Agent.

Manner of Borrowing. (ab) The Borrower shall give the Lender Agent notice of the Borrower's intention to borrow under the Revolving Credit Loan or Declining Revolving Credit Loan at least one Business Day before the requested funding date, in each case specifying: (i1) for any Loan the proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the funding date of advance for such Loan, and ; (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i2) the amount of such Loan, which shall be in an aggregate ; (3) whether the principal amount of any such Revolving Credit Loan, together with the principal amount of all Revolving Credit Loans then outstanding, is within the Borrowing Base at least $25,000 (or, if such time and is within the then unused Total Revolving Credit Commitment is less than $25,000, at such lesser amount)time; and (ii4) whether the principal amount of any such Declining Revolving Credit Loan, together with the principal amount of all Declining Revolving Credit Loans then outstanding, is within the Maximum Availability at such time and is within the Total Declining Revolving Credit Commitment at such time. The Agent shall promptly forward a copy of each such notice to each Lender. Not later than 1:00 p.m. Omaha, Nebraska time on the date such Loan is to be funded, each Lender will make available to the Agent in immediately available funds, such Lender's Percentage of such borrowing, which shall be a Business Day during Loan. After the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions Agent's receipt of this Agreementsuch funds, the Lender Agent shall make the amount of each such Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of Borrower. All notices given under this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed irrevocable and shall be given not later than 12:00 p.m. Omaha, Nebraska time on the day which is not less than the number of Business Days specified above for such notice. For purposes of this Section, the Borrower agrees that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to have given be a representative of the Borrower. The Agent shall promptly give notice to each Lender of each request for a Revolving Credit Loan or Declining Revolving Credit Loan and, in any event, at least by 12:00 p.m., Omaha, Nebraska time, on the second Business Day before the Business Day such 30th day a notice as described in Section 2.2(d)(ii)Loan is to be made.

Manner of Borrowing. (a) The Borrower Company shall give the Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, Agent a duly completed Notice of Borrowing not later than 3:00 P.M. (p.m., New York City time) not less than , on the date of Borrowing of any Base Rate Loan and at least one hundred eighty (180) days Business Day prior to the date designated by the Borrower as the date of advance for such Borrowing of any Eurodollar Rate Loan. Each such Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such LoanBorrowing, which in the case of a Base Rate Loan shall be in an aggregate the principal amount of at least $25,000 (or, if 100,000 or a multiple thereof and in the then unused Commitment is case of a Eurodollar Rate Loan shall be in the principal amount of not less than $25,000, such lesser amount)250,000 or any greater amount which is an integral multiple thereof; and (ii) the date of such borrowingBorrowing, which shall be a Business Day during Day; and (iii) whether the Commitment Period (unless the Lender agrees Loan comprising such Borrowing is to make be a Base Rate Loan earlier than the Initial Drawdown Date). (c) Subject to the terms or a Eurodollar Rate Loan; and conditions of this Agreementif a Eurodollar Rate Loan, the Lender initial Interest Period with respect to such Borrowing. Each Borrowing shall make be made ratably from the amount of Lenders in proportion to each Loan available to the Borrower by transferring the amount thereof on the date Lender's Percentage of the advance specified Total Commitment. Upon receipt by the Borrower to an account designated by the Borrower in the Notice Agent of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal as aforesaid, the Agent shall promptly advise each Lender of the details thereof. There shall be no more than three Interest Periods relating to Eurodollar Rate Loans. Notwithstanding the foregoing, Eurodollar Rate Loans shall not be available to the then unused amount Company during any period when (a) the Debt Coverage Ratio (as computed pursuant to Section 7.11 hereof) is greater than 1.5 to 1 or (b) the Fixed Charge Coverage Ratio is less than 4.0 to 1, and any Borrowings requested by the Company during any such period shall constitute Base Rate Loans, irrespective of whether the Company shall have requested treatment of such Borrowings as Eurodollar Rate Loans. (o) The following is added to Section 2.7 of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).Existing Credit Agreement:

Manner of Borrowing. (i) The Company shall give the Agent ------------------- (a) at least two (2) Business Days' irrevocable telephonic notice of each Prime Loan or CD Loan (whether representing an additional borrowing hereunder or a conversion of borrowings hereunder pursuant to Section 2.10 hereof) prior to 10:00 A.M. Charlotte, North Carolina time; and (b) at least three (3) LIBOR Business Days' irrevocable telephonic notice of each LIBOR Loan (whether representing an additional borrowing hereunder or a conversion of borrowing pursuant to Section 2.10 hereof) prior to 10:00 A.M. Charlotte, North Carolina time. Each such Borrowing Notice, which shall promptly be effective upon receipt by the Agent, shall specify the amount of the borrowing, the type (Prime, CD or LIBOR) of Loan or Loans, the date of borrowing and the Interest Period to be used in the computation of interest in respect of a CD Loan or LIBOR Loan. The Borrower Company shall give promptly provide the Lender Agent written confirmation of such telephonic notice in the form attached hereto as Exhibit 3 with appropriate insertions but --------- failure to provide such notice shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice shall be provided by the Agent to each Bank by telephone or telefacsimile not later than 12:30 P.M. on the same day as Agent's receipt of such notice in the city in which the Lending Office of each such Bank is located. The Agent shall provide each Bank a copy of the written confirmation of the Company in the form attached hereto as Exhibit 3 --------- with appropriate insertions but failure to provide such notice shall not affect the validity of such telephonic notice. (iii) Not later than 2:00 P.M., Charlotte, North Carolina time on the date specified for any each borrowing hereunder, each Bank shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Revolving Credit Loan proposed or Revolving Credit Loans to be made by it on such day available at the Principal Office of the Agent, by depositing or before or within ninety (90) days following transferring the Initial Drawdown Date, a duly completed Notice of Borrowing proceeds thereof in immediately available funds at the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated Principal Office. The amount so received by the Borrower as the date of advance for such LoanAgent shall, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject subject to the terms and conditions of this AgreementAgreement be made available to the Company by depositing the proceeds thereof in immediately available funds, in an account of the Lender Company designated by the Company and maintained with the Agent at its Principal Office or such other office agreed to by the Agent. (iii) Notwithstanding the foregoing, if a drawing is made under any Letter of Credit prior to the Revolving Credit Termination Date and the Company shall make not immediately reimburse NationsBank for the amount of each Loan available such draw or payment, then notice of such drawing or payment shall be provided promptly by NationsBank to the Borrower Agent and the Agent shall provide notice to each Bank by transferring telephone or telefacsimile. If notice to the amount thereof Banks of a drawing under any Letter of Credit is given by the Agent at or before 12:00 noon Charlotte, North Carolina time on the date any Business Day, provided that no event of the advance type specified by in Sections 9.07, 9.08 or 9.09 has occurred and is continuing the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower Company shall be deemed to have requested, and each Bank shall, pursuant to the conditions of this Agreement, make a Prime Loan under the Revolving Credit Facility in the amount of such Bank's Applicable Commitment Percentage of such drawing or payment and shall pay such amount to the Agent for the account of NationsBank at the Principal Office in Dollars and in immediately available funds before 2:30 P.M. Charlotte, North Carolina time on the same Business Day. If notice to the Banks is given by the Agent after 12:00 noon Charlotte, North Carolina time on any Business Day, provided that no event of the type specified in Sections 9.07, 9.08 or 9.09 has occurred and is continuing the Company shall be deemed to have requested, and each Bank shall, pursuant to the terms and subject to the conditions of this Agreement, make a Prime Loan under the Revolving Credit Facility in the amount of such 30th day a notice as Bank's Applicable Commitment Percentage of such drawing or payment and shall pay such amount to the Agent for the account of NationsBank at the Principal Office in Dollars and in immediately available funds before 12:00 noon Charlotte, North Carolina time on the next following Business Day. Such Prime Loan shall continue unless and until the Company converts such Prime Loan in accordance with the terms of Section 2.10 hereof. If an event described in Section 2.2(d)(ii)9.07, 9.08 or 9.09 has occurred, each Bank shall promptly purchase from NationsBank a Participation equal to its Applicable Commitment Percentage of any drawing under a Letter of Credit.

Manner of Borrowing. (a) The For each requested Loan, the Borrower shall give the Lender (i) for Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or oral Notice of Borrowing on the same day it wishes any Reference Rate Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed if said Notice of Borrowing in the form of Exhibit B attached hereto not is received by Agent no later than 3:00 P.M. 10:00 a.m. (New York City Seattle time) not less than one hundred twenty on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (120Seattle time) days on a Business Day at least three Business Days prior to the date designated by the Borrower as the requested date of advance borrowing. Requests for such Loanborrowing, and (ii) for any Loan proposed to or confirmations thereof, received after the designated hour will be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to deemed received on the date designated by the Borrower as the date of advance for such Loannext succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); deemed to constitute a representation and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the warranty by Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, that as of the date of such notice, to notice the amount statements set forth in Article VI are true and correct in all material respects and that no Default or Event of Loans then outstandingDefault has occurred and is continuing. If the Borrower does not give either On receipt of a Notice of Borrowing Borrowing, the Agent shall promptly notify each Lender by telephone, telex or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days facsimile of the date of the Mandatory Borrowing or Reduction Noticerequested borrowing and the amount thereof. Each Lender shall before 12:00 noon (Seattle time) on the date of the requested borrowing, pay such Lender's Pro Rata Share of the aggregate principal amount of the requested borrowing in immediately available funds to the Agent at 1420 Fifth Avenue, Seattle, Washington 98101. Upon fulfill▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇icable conditions set forth in Article V, and after receipt by the Agent of such funds, the Agent will either (a) promptly make such funds available to the Borrower shall at a general checking account maintained by the Borrower at the Agent, or at such other place as may be deemed designated by the Borrower in a writing delivered to have given on the Agent; (b) if requested by the Borrower in writing to do so, will apply such 30th day a notice as described in funds against the Borrower's obligations to make payments of interest accruing under this Agreement, the Note or any other Loan Document; or (c) at the Agent's election, apply such proceeds to the satisfaction of Borrower's obligations arising under Section 2.2(d)(ii)3.4.

Manner of Borrowing. (a) The Borrower Company shall give the Lender Administrative ------------------- Agent irrevocable notice (ia "Notice of Revolving Borrowing") for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed each Revolving ----------------------------- Borrowing. Each such Notice of Revolving Borrowing shall be substantially in the form of Exhibit B attached B-2 hereto not later than 3:00 P.M. and shall be delivered to the Administrative Agent on or before 11:00 A.M. (New York City time) not less than one hundred twenty (120i) days prior to the date designated by the Borrower as for each Revolving Borrowing comprised of Eurodollar Loans, at least three Business Days before the date of advance for such Loan, borrowing and (ii) for any Loan proposed to be made any time thereaftereach Revolving Borrowing comprised of Base Rate Loans, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than at least one hundred eighty (180) days prior to the date designated by the Borrower as Business Day before the date of advance for such Loanborrowing or the Closing Date. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Revolving Borrowing shall specify: (i) the amount date of such LoanRevolving Borrowing, which shall be in an (ii) the aggregate principal amount of at least $25,000 such Revolving Borrowing, (or, if the then unused Commitment is less than $25,000, iii) whether such lesser amount); Revolving Borrowing shall consist of Eurodollar Loans or Base Rate Loans and (iiiv) if such Revolving Borrowing is to consist of Eurodollar Loans, the date of such borrowing, Interest Period to be applicable thereto (which shall be a Business Day during period permitted by the Commitment Period (unless definition of "Interest Period" in Section 1 hereof). --------------- The Loans comprising any Revolving Borrowing shall be made ratably by the Lender agrees Revolving Lenders in proportion to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan Revolving Lender's Revolving Commitment Percentage. Upon receipt by the Administrative Agent of a Notice of Revolving Borrowing, the Administrative Agent shall promptly advise each Revolving Lender of the details thereof. Subject to the conditions hereof, each Revolving Lender shall make available to the Borrower by transferring Administrative Agent the amount thereof of its Revolving Loan in Dollars by no later than 12:00 noon (New York City time) on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowingborrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).

Manner of Borrowing. (a) The Borrower shall give the Lender Bank notice (iwhich shall be irrevocable) no later than 2:00 p.m. (California time) on the third Business Day before the requested date for the making of any Loan proposed to (such third Business Day being called the “Notification Date”). Each such notice of borrowing shall be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. Schedule 1.02 and shall specify (New York City timea) not less than one hundred twenty the requested date for the making of the requested Loan, which shall be a Business Day, (120b) days prior the account to which proceeds of the date designated by Loan will be remitted, (c) the Borrower as the date of advance Maturity Date for such LoanLoan requested pursuant to Section 1.04, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (id) the amount of such Loan, the Dollar Equivalent of which (determined as of the Notification Date) shall not be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,0005,000,000 (unless the requested Loan is for the entire undrawn amount of the Commitment then available for borrowing hereunder). Not later than the second Business Day before the requested date for the making of such Loan, the Bank will determine the Dollar Equivalent of the amount of the requested Loan as of the Notification Date, and notify the Borrower if (i) the requested amount of the Loan would exceed the undrawn Commitment (determined as of the Notification Date, but assuming that all other Loans which are scheduled to mature on or prior to the date requested for the making of such lesser amountLoan will be duly repaid); , whereupon the amount of the requested Loan will be reduced to the undrawn Commitment, and (ii) the Bank is unable to accept the Borrower’s requested Maturity Date due to its inability to obtain funding for the relevant maturity on commercially reasonable terms, whereupon the Maturity Date of the Loan will be such date of such borrowing, which shall as may be a Business Day during determined by the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date)Bank. (cb) Subject to Each Loan so requested shall be disbursed by the terms and conditions of this Agreement, Bank not later than the Lender shall make the amount of each Loan requested date therefor (Tokyo time) in Yen in funds immediately available to the Borrower by transferring credit to an account of the Borrower as shall have been specified in the applicable notice of borrowing and as shall be acceptable to the Bank; provided that the Borrower hereby irrevocably directs the Bank to apply the proceed of any Loan to any amounts then due hereunder (including any unpaid principal amount thereof of and interest accrued on any other Loan maturing on or prior to the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date disbursement of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(iiLoan).

Manner of Borrowing. (a) The For each requested Loan other than an Overnight Loan, the Borrower shall give the Lender (i) for any Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. The Borrower may give a written or oral Notice of Borrowing on the same day it wishes a Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed if said Notice of Borrowing in is received by the form of Exhibit B attached hereto not Agent no later than 3:00 P.M. 10:00 a.m. (New York City Seattle time) not less on the date of the requested borrowing, provided that if the Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than one hundred twenty the Prime Rate by giving an Interest Rate Notice (120as defined in Section 2.5(c)(1)) days in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the date designated by the Borrower as the requested date of advance borrowing. Requests for such Loanborrowing, and (ii) for any Loan proposed to or confirmations thereof, received after the designated hour will be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to deemed received on the date designated by the Borrower as the date of advance for such Loannext succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and binding shall be deemed to constitute a representation and warranty by the Borrower that as of the date of such notice the statements set forth in Article 6 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender by telephone, telex or facsimile of the date of the requested borrowing and the amount thereof. Each Lender shall before 12:00 noon (Seattle time) on the date of the requested borrowing, pay such Lender's pro rata share of the aggregate principal amount of the requested borrowing in immediately available funds to the Agent at its Commercial Loan Processing Center, Seattle, Washington. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article 5, and after receipt by the Agent of such funds, the Agent will promptly make such funds available to the Borrower at Borrower's general checking account maintained at the Main Branch of U.S. Bank in Portland, Oregon or at such other place as may be designated by Borrower in a writing delivered to Agent. (b) For each requested Overnight Loan, the Borrower shall give U.S. Bank a Notice of Borrowing specifying the date of the requested borrowing and the amount thereof. The Borrower may give a written or oral Notice of Borrowing on the same day it wishes an Overnight Loan to be made if said Notice of Borrowing is received by U.S. Bank not later than 10:00 a.m. (Portland time) on the date of the requested borrowing provided, that, any Notice of Borrowing given orally shall be confirmed by the Borrower in a writing delivered to U.S. Bank not later than 1:00 p.m. (Portland time) on the date such oral notice is given. Requests for borrowing or confirmations thereof received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which be irrevocable and shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); deemed to constitute a representation and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified warranty by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, that as of the date of such noticenotice the statements set forth in Article 6 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. Upon fulfillment to U.S. Bank's satisfaction of the applicable conditions set forth in Article 5, U.S. Bank will promptly make such funds available to the amount Borrower at Borrower's general checking account maintained at the Main Branch of U.S. Bank in Portland, Oregon or at such other place as may designated by Borrower in a writing delivered to U.S. Bank. Promptly upon request, U.S. Bank shall provide Agent with information regarding Overnight Loans then outstanding. If made to Borrower, including without limitation information regarding the date, amount, interest rate, and payments made by Borrower does not give either a Notice in respect of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on any such 30th day a notice as described in Section 2.2(d)(ii)Loans.

Manner of Borrowing. Advances under the Working Capital Facility shall be made in increments of $100,000 upon written notice to the Lender not less than three (3) Business Days prior to the intended disbursement date. (a) The Borrower shall give the Lender irrevocable notice (ia "Borrowing Notice") for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. 1:00 p.m. Nashville time three (New York City time3) not less than one hundred twenty (120) days Business Days prior to any requested disbursement. Each Borrowing Notice shall be written and may be made by telecopier, telex or cable in addition to the means set forth for giving notice in Section 12.1(b). Each Borrowing Notice shall specify the requested date of such requested disbursement, the aggregate amount of such disbursement, the type of Loan (Floating Rate Loan or Eurodollar Loan), and if a Eurodollar Loan, the designated Eurodollar Interest Period. Disbursement of the proceeds of each advance hereunder shall be made by credit to an account of the Borrower maintained with the Lender or by wire transfer, bank check, or other instrument to such other account or person as may be agreed upon by the Borrower as and the date of advance for such Loan, and (ii) for any Loan proposed Lender from time to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) The Borrower shall have the right at any time, on prior irrevocable written or telefaxed notice to the Lender, not later than 10:00 a.m., Nashville time, to convert any Floating Rate Loan into a Eurodollar Loan, to convert a Eurodollar Loan into a Floating Rate Loan, or to continue any Eurodollar Loan for a subsequent Eurodollar Interest Period (specifying in each case the Eurodollar Interest Period to be applicable thereto), subject in each case to the following: (1) No Eurodollar Loan shall be converted or prepaid at any time other than at the end of the Eurodollar Interest Period applicable thereto; (2) Each such Notice conversion shall be effected by applying the proceeds of Borrowing the new Eurodollar or Floating Rate Loan, as the case may be, to the Loan (or portion thereof) being converted; (3) The number of Eurodollar Loans outstanding at any one time shall specify: not exceed five (5). Each notice pursuant to this subparagraph shall be irrevocable and shall refer to this Agreement and specify (i) the amount of such Loan, which shall be in an aggregate identity and principal amount of at least $25,000 (orthe particular Loan that the Borrower requests to be converted or continued, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) if such notice requests conversion, the date of such borrowing, conversion (which shall be a Business Day during Day), and (iii) if a Loan is to be converted to a Eurodollar Loan, or a Eurodollar Loan is to be continued, the Commitment Eurodollar Interest Period with respect thereto. In the event that the Borrower shall not give notice to continue any Eurodollar Loan for a subsequent period, such Loan (unless repaid) shall automatically be converted into a Floating Rate Loan. If the Borrower shall fail to specify in the Borrowing Notice the type of borrowing, or, in the case of a Eurodollar Loan, the applicable Eurodollar Interest Period, the Borrower will be deemed to have requested a Floating Rate Loan. If Lender agrees reasonably believes that any failure by Borrower to make a Loan earlier than specify the Initial Drawdown Date). (c) Subject type of borrowing or the applicable Eurodollar Interest Period shall have resulted from failure of communications equipment or clerical error, then prior to the terms and conditions of this Agreementfunding any such borrowing, the Lender shall make the amount of each Loan available use reasonable efforts to the obtain confirmation from Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower contents of such Borrowing Notice; however, in the Notice absence of Borrowing. (d) At any time confirmation by Borrower, which specifies the type of borrowing and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Noticeapplicable Eurodollar Interest Period, the Borrower shall will be deemed to have given on such 30th day requested a notice as described in Section 2.2(d)(ii)Floating Rate Loan. Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and be continuing, no Eurodollar Loan may be continued, and no Floating Rate Loan may be converted into a Eurodollar Loan.

Manner of Borrowing. (a) The Borrower Company shall give the Lender (i) Agent ------------------- telephonic notice of each request for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto Warehousing Loans not later than 3:00 1:00 P.M. (New York City Minneapolis time) not less than one hundred twenty (120) days prior to on the date designated by the Borrower as the date of advance for such Loanrequested Borrowing Date, and (ii) each request for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing Swingline Loans not later than 3:00 P.M. 3:30 p.m. (New York City Minneapolis time) not less than one hundred eighty (180) days prior to on the date designated by requested Borrowing Date. On the Borrower as Effective Date, the date of advance for such Loan. Each Notice of Borrowing Company shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees deemed to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan have requested Warehousing Loans in an amount equal to the then unused outstanding principal balance of all Existing Warehousing Advances, and such Warehousing Loans shall be used to refund such Existing Warehousing Advances. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Warehousing Loans or Swingline Loans, as the case may be, requested and whether such Loans to be made by each Lender are to be funded as Eurodollar Advances, Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar Advance. The Company shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. The Agent shall notify each Lender by not later than 2:30 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Warehousing Loans requested and whether such Lender's Warehousing Loans are to be funded as Reference Rate Advances, Eurodollar Advances or Fixed Rate Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the Borrowing Date the total amount of the CommitmentWarehousing Loans to be made by such Lender. On the Borrowing Date of requested Swingline Loans, as First Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 p.m. (Minneapolis time) on the requested Borrowing Date the amount of the requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 3:00 P.M. (Minneapolis time) on any Borrowing Date that such Lender will not make available to the Agent the Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.2(a)(i), 2.04. Each request for Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Warehousing Loans and (ii) give a notice under the representations and warranties contained in Section 3.4 reducing 3 hereof, in Section 5 of the CommitmentPledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)request.

Manner of Borrowing. (a) The For each requested Loan, the Borrower shall give the Lender (i) for Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or oral Notice of Borrowing on the same day it wishes any Reference Rate Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed if said Notice of Borrowing in the form of Exhibit B attached hereto not is received by Agent no later than 3:00 P.M. 10:00 a.m. (New York City Seattle time) not less than one hundred twenty on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (120Seattle time) days on a Business Day at least three Business Days prior to the date designated by the Borrower as the requested date of advance borrowing. Requests for such Loanborrowing, and (ii) for any Loan proposed to or confirmations thereof, received after the designated hour will be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to deemed received on the date designated by the Borrower as the date of advance for such Loannext succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); deemed to constitute a representation and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the warranty by Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, that as of the date of such notice, to notice the amount statements set forth in Article VI are true and correct in all material respects and that no Default or Event of Loans then outstandingDefault has occurred and is continuing. If the Borrower does not give either On receipt of a Notice of Borrowing Borrowing, the Agent shall promptly notify each Lender by telephone, telex or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days facsimile of the date of the Mandatory Borrowing or Reduction Noticerequested borrowing and the amount thereof. Each Lender shall before 12:00 noon (Seattle time) on the date of the requested borrowing, pay such Lender's Pro Rata Share of the aggregate principal amount of the requested borrowing in immediately available funds to the Agent at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article V, and after receipt by the Agent of such funds, the Agent will either (a) promptly make such funds available to the Borrower shall at a general checking account maintained by the Borrower at the Agent, or at such other place as may be deemed designated by the Borrower in a writing delivered to have given on the Agent; (b) if requested by the Borrower in writing to do so, will apply such 30th day a notice as described in funds against the Borrower's obligations to make payments of interest accruing under this Agreement, the Notes or any other Loan Document; or (c) at the Agent's election, apply such proceeds to the satisfaction of Borrower's obligations arising under Section 2.2(d)(ii)3.4.

Manner of Borrowing. (a1) The Borrower shall give notify the Lender (i) for any Loan proposed of its intention to be made on or before or within ninety (90) days following the Initial Drawdown Date, borrow hereunder by delivering a duly completed Notice of Borrowing substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 3:00 P.M. (12:00 Noon New York City time) not less time on a Business Day, no more than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loanonce per week. Each Notice of Borrowing shall be irrevocable executed by an Authorized Person and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: specify (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); Loan requested and (ii) the date of information contained on Exhibit I hereto with respect to any Servicer Advances and any other Collateral securing such borrowingLoan (the “Collateral Information”). In addition, which the Borrower shall be a Business Day during the Commitment Period (unless forward to the Lender agrees a copy of the related Pooling and Servicing Agreements and such other documents reasonably requested by the Lender in order for the Lender to determine that such Loan, if made, would be secured by Eligible Servicer Advances. Notwithstanding anything to the contrary contained herein, the Lender shall have no obligation to make a Loan earlier than hereunder if the Initial Drawdown Date)Servicer Advances proposed as collateral for such Loan are not, in the Lender’s judgment, Eligible Servicer Advances. (c2) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of In connection with each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitmentif, as of the date of the requested Loan, all of the conditions to the making of a Loan set forth in Section 8 have been met, the Lender shall, within three (3) Business Days after receipt of such noticeNotice of Borrowing and via wire transfer in immediately available funds, extend the requested Loan to the Borrower; provided that the aggregate outstanding principal amount of all of the Loans (taking into account the Loan to be made on such date) shall not exceed the lesser of (i) the Collateral Value of the Collateral securing such Loans and (ii) the Facility Amount. (3) With respect to a proposed Servicer Advance in connection with a Mortgage Loan which is 90 or more days delinquent, the Borrower shall deliver to the Lender a certificate signed by an Authorized Servicing Officer of the Borrower which evidences the Borrower’s determination that such Servicer Advance will be recoverable from collections on the related Mortgage Loan or from general collections on a first priority basis; provided, that such officer’s certificate shall include, at a minimum, the date and amount of the outstanding Servicer Advances for such Mortgage Loan, the unpaid principal balance of such Mortgage Loan and the appraised value of the related Mortgaged Property at origination or based on any appraisal performed after the origination of the related Mortgage Loan so long as such subsequent appraisal complies with the requirements set forth in the related Pooling and Servicing Agreement. (4) Concurrently with the financing of any Servicer Advance which occurs prior to the Servicing System Update, the Borrower shall deliver an acknowledgement letter to the Trustee in the form of Exhibit G-1 hereto (an “Acknowledgment Letter”), which Acknowledgement Letter shall specify each Servicer Advance to be made in connection with a Specified Securitization Transaction which constitutes part of the Collateral hereunder. In addition, such Letter shall instruct the Trustee to pay all amounts in reimbursement of such Servicer Advance to the account designated by the Lender in the event that the Borrower is terminated as servicer under such Specified Securitization Transaction. (5) Concurrently with the financing of any Servicer Advance which occurs on or after the Servicing System Update, the Borrower shall deliver an irrevocable notice and instruction letter to the Trustee in the form attached hereto as Exhibit G-2 (an “Instruction Letter”), which Instruction Letter shall specify each Servicer Advance to be made in connection with a Specified Securitization Transaction, and shall instruct the Trustee to pay all amounts in reimbursement of such Servicer Advance to the account designated by the Lender. Provided that no Default shall have occurred and be continuing, the Lender shall release to the Trustee or, at the direction of the Trustee, to the Borrower any amounts paid to the Lender which exceed the amount due the Lender in respect of Loans then outstandingServicer Advances, together with interest thereon at the Interest Rate or the Default Rate, as applicable. If The Lender shall notify the Trustee in writing upon payment in full of amounts due the Lender in connection with any Servicer Advance. Notwithstanding the foregoing, if the Servicing System Update enables the Borrower does not give either to cause the direct remittance of reimbursements of Servicer Advances to a Notice of Borrowing or a notice reducing segregated account in the Commitment, as required by this Section 2.2(d), within 30 days name of the date of the Mandatory Borrowing or Reduction NoticeLender, the Borrower shall be deemed required to have given on such 30th day a notice deliver an Acknowledgment Letter to the Trustee as described in Section 2.2(d)(ii)clause (4) above.

Manner of Borrowing. Borrowings under the Revolving Credit Commitment shall be as follows: (a) The Borrower A request for a LIBOR Loan shall give the Lender (i) for any Loan proposed be made, or shall be deemed to be made on or before or within ninety (90) days following the Initial Drawdown Datemade, a duly completed Notice if Borrower gives Agent notice of Borrowing its intention to borrow in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City timea "Borrowing Notice"), in which notice Borrower shall specify (i) not less than one hundred twenty the aggregate amount of such LIBOR Loan, (120ii) days the requested date of such LIBOR Loan, (iii) the Applicable Annual Rate selected in accordance with Section 3.1, and (iv) the LIBOR Period applicable thereto. If Borrower selects a LIBOR Loan, Borrower shall give Agent the Borrowing Notice at least two (2) Business Days prior to the date designated by the Borrower as the requested date of advance for such the LIBOR Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each A request for a Base Rate Loan shall be made, or shall be deemed to be made, if (i) Borrower sends by facsimile transmission to (214) 706-7079, or such Notice other number as Agent may de▇▇▇▇▇▇▇, ▇ ▇▇▇uest for a Base Rate Loan prior to 12:00 p.m. Central Standard Time on the Business Day on which Borrower is requesting such Base Rate Loan (if a request is received after such time on a Business Day, Agent, in its sole discretion, may request the Lenders to make the requested Base Rate Loan on the day of Borrowing such notice or on the next following Business Day); (ii) Borrower fails to pay any interest accruing under this Agreement or the Notes on the date such interest becomes due and payable, or (iii) Borrower fails to pay any other Obligations under this Agreement on the date such Obligations become due and payable. The amount of Base Rate Loans advanced according to clause (i) shall specifybe for the amount requested. The amount of Base Rate Loans advanced according to clauses (ii) and (iii) shall be deemed to be an amount equal to the amount of interest that was not actually paid by Borrower or the amount of funds actually disbursed, respectively. (c) Borrower hereby irrevocably authorizes Lenders to disburse the proceeds of each Loan requested, or deemed to be requested, pursuant to this Section 2.4 as follows: (i) the amount proceeds of such Loan, which each Loan requested under Sections 2.4(a) or 2.4(b)(i) shall be disbursed by Lenders in an aggregate principal amount lawful money of at least $25,000 (orthe United States of America in immediately available funds, if in the then unused Commitment is less than $25,000case of the initial borrowing, in accordance with the terms of the written disbursement letter from Borrower, and in the case of each subsequent borrowing, by wire transfer to such lesser amount)bank account as may be agreed upon by Borrower and Agent from time to time; and (ii) the date proceeds of such borrowing, which each Revolving Loan requested under Section 2.4(b)(ii) or (iii) shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions disbursed by Lenders by way of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date direct payment of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowingrelevant Obligation. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).

Manner of Borrowing. (a) The Borrower shall give the Lender Agent irrevocable written or telephonic notice (ia “Borrowing Notice”) for any Loan proposed to be made by 11:00 a.m., Chicago, Illinois time, (a) on or before or within ninety the date at least two (902) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days Business Days prior to the date designated by the Borrower as the date of advance for such Loaneach requested Borrowing of LIBOR Loans, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the advance specified by the Borrower to an account designated by the Borrower in the Notice proposed date of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d)which must be a Business Day, the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused aggregate amount of the Commitmentrequested Borrowing, as provided the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in Section 2.2(a)(i)writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or (iiafter LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give a notice under Section 3.4 reducing to Borrower and to the CommitmentLenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, as of on the date of such noticeBorrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans then outstanding. If (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Borrower does not give either Loan made by it as a Notice part of such Refunding Borrowing or a notice reducing the CommitmentL/C Refinancing Borrowing, as required by this Section 2.2(d)the case may be, within 30 days on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the date Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Mandatory Borrowing or Reduction NoticeCommitment - Revolving Credit, the Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be deemed made to have given the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on such 30th the last day a notice as described in Section 2.2(d)(ii)of the Interest Period applicable thereto.”

Manner of Borrowing. (a) The Borrower Each Borrowing of Advances shall give be made upon the written notice of Borrower, received by Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days 12:00 noon three Business Days prior to the date designated by of the Borrower as proposed Borrowing, in the date case of advance for such Loan, and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount)LIBOR Advances; and (ii) not later than 11:00 a.m. on the date of such borrowingBorrowing, in the case of Prime Advances. Each such notice of a Borrowing (a "Borrowing Notice") shall be by telecopy or telex, promptly confirmed by letter, in substantially the form of Exhibit I specifying therein: (i) the date of such proposed Borrowing, which shall be a Business Day during Day; (ii) the Commitment amount of such proposed Borrowing which, (A) shall not exceed the unused portion of the Facility A Commitment, (B) shall not, when added to the aggregate principal of outstanding Facility A Advances, exceed the Borrowing Base, (C) shall, in the case of a Borrowing of LIBOR Advances, be in an amount of not less than $50,000 or an integral multiple of $50,000 in excess thereof and (D) in the case of a Borrowing of Prime Advances, be in an amount of not less than $50,000 or an integral multiple of $10,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and (iv) if the Borrowing is to be comprised of LIBOR Advances, the duration of the initial Interest Period applicable to such Advances. If the Borrowing Notice fails to specify the duration of the initial Interest Period for any Borrowing comprised of LIBOR Advances, such Interest Period shall be one month. (unless b) Provided that all conditions precedent to the making of such Advance have been satisfied, Lender agrees to make shall on the date of such Advance (other than a Loan earlier than Refinancing Advance) deposit the Initial Drawdown Date)funds so requested in the deposit account no. 1291792407 of Borrower with Lender. (c) Subject After giving effect to the terms and conditions of this Agreementany Borrowing, the Lender there shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower not be more than five different Interest Periods in the Notice of Borrowingeffect. (d) At any time and from time to time after No Interest Period for a Borrowing under Facility A or Facility B shall extend beyond the Closing Facility A Termination Date or Facility B Termination Date, subject to the provisions respectively. (e) Borrower shall indemnify Lender against any Consequential Loss incurred by Lender as a result of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing any failure to fulfill, on or before the date specified for a Loan in an amount equal the Advance, the conditions to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), Advance set forth herein or (ii) give a notice under Section 3.4 reducing the Commitment, as of Borrower's requesting that an Advance not be made on the date of such notice, to specified in the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii).

Manner of Borrowing. Borrower shall give Lenders' Representative written, telegraphic or facsimile notice (the "Draw Notice") executed by a Designated Person (as defined below), specifying (a) The Borrower shall give the Lender (i) for any Loan proposed amount to be disbursed, which amount shall not be greater, at any one time, than the difference between $2,000,000, minus the then outstanding principal amount of all Loans theretofore made on or before or within ninety hereunder, (90b) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto not later than 3:00 P.M. date upon which Borrower request such amounts be disbursed to it (New York City time) which date shall be not less than one hundred twenty seven (1207) calendar days prior to the date designated by the Borrower as after the date of advance for such Loan, delivery of the Draw Notice) and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date). (c) Subject Borrower's wire transfer instructions. Lenders' Representative shall immediately forward the Draw Notice to the terms and conditions each Lender. Within two business days following receipt by each Lender of a Draw Notice in compliance with this AgreementSection 2, the each such Lender shall make disburse the amount of each Loan available to the Borrower by transferring the amount thereof on the date Lender's Percentage of the advance specified by the Borrower requested funds to an account designated specified by Lenders' Representative. Lenders' Representative, in turn, shall upon receipt of funds from all Lenders, remit the funds to Borrower in care of the Notice account specified in the Draw Notice. Prior to or concurrently with the execution hereof, Borrower shall certify to Lender the officer or officers of Borrowing. Borrower who are authorized to request advances (d) At any time each a "Designated Person"), together with true signatures of such officer or officers, and from time to time after the Closing Date, subject Lenders' Representative may conclusively rely on such certification until it shall receive notice in writing to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in an amount equal to the then unused amount of the Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)contrary.

Manner of Borrowing. (a) The Borrower Borrowers have requested that, as a convenience to each of them, all requests for Advances and the extension of any other financial accommodations to any of them under this Agreement shall give the Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Initial Drawdown Dateonly by MEDSYSTEMS, a duly completed Notice of Borrowing acting in the form of Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower its capacity as the date of advance agent for such Loan, itself and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be irrevocable and binding on the BorrowerPROCATH. (b) Each such Notice In furtherance of Borrowing shall specify: (i) the amount foregoing, Borrowers hereby direct, and Lender hereby agrees, that the making of such Loan, which Advances and the extension of any other financial accommodations extended to either Borrower under this Agreement shall be made by MEDSYSTEMS, acting in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees to make a Loan earlier than the Initial Drawdown Date)its capacity as agent as aforesaid. (c) Subject Borrowers further authorize MEDSYSTEMS, acting in its capacity as agent as aforesaid, to designate any Advance received hereunder and any other financial accommodation extended hereunder as having been made, issued or extended for the terms and conditions account of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of BorrowingMEDSYSTEMS. (d) At In the absence of any time such designation, the request will be deemed to have been made on behalf of MEDSYSTEMS for itself. (e) Notwithstanding MEDSYSTEMS’ designation (or lack of a designation) as it relates to any such Advance or any such other financial accommodation as having been made or extended for the account of a designated Borrower, Lender will charge the joint and several Revolving Loan account of all Borrowers and may in addition charge a specific loan account of either Borrower also. (f) The authority of MEDSYSTEMS, acting in its capacity as agent as aforesaid, to so request Advances or other financial accommodations on behalf of, and to bind, Borrowers, shall continue unless and until Lender’s actual receipt of written notice from time to time after the Closing Date, subject both Borrowers as to the provisions termination of such authority, which notice must be signed by the respective President of each Borrower, and which notice must be binding on both Borrowers and shall be effective only as to Advances made or financial accommodations extended more than sixty (60) days following Lender’s receipt of such notice. Borrowers understand that Lender’s receipt of any such written notice constitutes an Event of Default under the Loan Agreement. (g) Notwithstanding the foregoing, it is the intent of this Section 2.2(d)Agreement that each entity named as Borrower shall be considered individually and collectively as a “Borrower” hereunder regardless whether either such entity actually receives the proceeds of the Revolving Loan Advances made hereunder or any financial accommodation provided hereunder and regardless which entity is the source of any Collateral, it being further intended that each entity named as “Borrower” is and shall be jointly and severally liable as a “Borrower” for the Lender may give the Borrower a notice payment of all Obligations. (a "Mandatory Borrowing h) Each Advance shall be requested in an Authenticated Record sent via facsimile or Reduction Notice") requiring the Borrower to either (i) give electronic transmission including, without limitation, via e-mail by a Notice of Borrowing for executed by an authorized officer of MEDSYSTEMS, not later than 11:00 a.m. Eastern Time on any Banking Day on which a Revolving Loan Advance is requested. Provided that the Borrowers shall have satisfied all conditions precedent set forth in this Agreement, including the reaffirmation of the representations and warranties and covenants as required under Article 10 of this Agreement, and the Borrowers shall have sufficient Revolving Loan Borrowing Capacity to permit an amount equal Advance under this Agreement in accordance with Section 2.1 of this Agreement, Lender shall make the Advance to the then unused amount of the Commitment, as provided Borrowers in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount requested in the Authenticated Record by MEDSYSTEMS in immediately available funds for credit to any account (other than a payroll account) of Loans then outstandingMEDSYSTEMS as agent as aforesaid at a bank in the United States of America as MEDSYSTEMS may specify (provided, however, that the Borrowers shall pay Lender its usual and customary fees for such transfer). If the Borrower does Lender shall not give either a Notice be responsible for any failure of Borrowing any amount so transferred to be credited to any such account, unless such failure is due to Lender’s gross negligence or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)willful misconduct.

Manner of Borrowing. (a) The Borrower Company shall give the Lender (i) Agent telephonic ------------------- notice of each request for any Loan proposed to be made on Warehousing Loans or before or within ninety (90) days following the Initial Drawdown Date, a duly completed Notice of Borrowing in the form of Exhibit B attached hereto Swingline Loans not later than 3:00 P.M. 12:00 noon (New York City Minneapolis time) not less than one hundred twenty (120) days prior to on the date designated by the Borrower as the date of advance for such Loan, requested Borrowing Date if Warehousing Loans are requested and (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. 3:30 p.m. (New York City Minneapolis time) not less than one hundred eighty (180) days prior to on the date designated by requested Borrowing Date if Swingline Loans are requested. On the Borrower as Effective Date, the date of advance for such Loan. Each Notice of Borrowing Company shall be irrevocable and binding on the Borrower. (b) Each such Notice of Borrowing shall specify: (i) the amount of such Loan, which shall be in an aggregate principal amount of at least $25,000 (or, if the then unused Commitment is less than $25,000, such lesser amount); and (ii) the date of such borrowing, which shall be a Business Day during the Commitment Period (unless the Lender agrees deemed to make a Loan earlier than the Initial Drawdown Date). (c) Subject to the terms and conditions of this Agreement, the Lender shall make the amount of each Loan available to the Borrower by transferring the amount thereof on the date of the advance specified by the Borrower to an account designated by the Borrower in the Notice of Borrowing. (d) At any time and from time to time after the Closing Date, subject to the provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan have requested Warehousing Loans in an amount equal to the then unused outstanding principal balance of all Existing First Bank Advances, and such Warehousing Loans shall be used to refund such Existing First Bank Advances. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Warehousing Loans or Swingline Loans, as the case may be, requested and whether such Loans to be made by each Bank are to be funded as Eurodollar Advances, Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. The Agent shall notify each Bank by not later than 1:00 p.m. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Bank's Pro Rata Share of the Warehousing Loans requested and whether such Bank's Warehousing Loans are to be funded as Reference Rate Advances, Eurodollar Advances or Fixed Rate Advances. Each Bank shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the Borrowing Date the total amount of the CommitmentWarehousing Loans to be made by such Bank. On the Borrowing Date of requested Swingline Loans, as First Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 p.m. (Minneapolis time) on the requested Borrowing Date the amount of the requested Swingline Loans. Unless the Agent shall have received notice from a Bank prior to 2:30 P.M. (Minneapolis time) on any Borrowing Date that such Bank will not make available to the Agent the Warehousing Loans to be made by such Bank on such date, the Agent may assume that such Bank has made such Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Bank. If a Bank shall not have timely given such a notice, and to the extent such Bank shall not have so made available to the Agent the Warehousing Loans to be made by such Bank on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.2(a)(i), 2.04. Each request for Warehousing Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Warehousing Loans and (ii) give a notice under the representations and warranties contained in Section 3.4 reducing 3 hereof, in Section 5 of the CommitmentPledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be deemed to have given on such 30th day a notice as described in Section 2.2(d)(ii)request.