Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof.

Manner of Borrowing. Each For each requested Loan, Borrowers shall deliver to Agent a Notice of Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of specifying the date of each a requested Borrowing hereunderand the amount thereof. Borrowers may give a Notice of Borrowing on the same day it wishes a Loan to be made, which notice may provided said Notice of Borrowing is received by Agent no later than 11:00 a.m. (Seattle time) on the date of the requested borrowing. Each Notice of Borrowing shall be by telephone, if given in writing or orally and promptly confirmed in writing, facsimileprovided, electronic mailhowever, or other that Agent may rely on any oral Notice of Borrowing even if Agent does not receive a written communication substantially 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 form Notice of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) Borrowing shall be furnished to the Administrative Agent given no later than 11:00 a.m. three Business Days prior to the Specified Time; and (b) must specify: (i) date of the amount of such Borrowing; (ii) requested borrowing. Requests for borrowing, or confirmations thereof, received after the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing designated hour will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing deemed received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Each such Notice of Borrowing shall be required irrevocable and shall be deemed to constitute a representation and warranty by Borrowers that as of the date of such 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 delivered in connection an amount of not less than $100,000 and an integral multiple of $100,000. On receipt of a Notice of Borrowing, Agent shall promptly notify each Lender by telephone, telex or telefax of the date of the requested 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 aggregate principal amount of the requested borrowing in immediately available funds to 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 funds, Agent will promptly make such funds available to Borrowers by depositing them to the ordinary checking account maintained by Borrowers with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofAgent.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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). a) The applicable Borrower shall give the Administrative Agent notice at Lender (i) for any Loan proposed to be made on or before or within ninety (90) days following the Agency Services Address Initial Drawdown Date, a duly completed Notice of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E 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 “Request 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 Borrowing”)such Loan. Each Request for Borrowing: (a) Notice of Borrowing shall be furnished to irrevocable and binding on the Administrative Agent no later than the Specified Time; and Borrower. (b) must Each such Notice of Borrowing shall specify: (i) the amount of such BorrowingLoan, 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 Interest Option; date of such borrowing, which shall be a Business Day during the Commitment Period (iiiunless 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 case Notice of a request for LIBOR Loans, Borrowing. (d) At any time and from time to time after the Interest Period therefor and currency (which shall beClosing Date, subject to the provisions of this Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Liens2.2(d), granted 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 Secured Parties, in and on 100% then unused amount of the Unused Commitments Commitment, as provided in Section 2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of all Investorsthe date of such notice, which can be satisfied by checking to the box next to such confirmation in a Request for Borrowingamount of Loans then outstanding. If multiple Borrowers are requesting the Borrower does not give either a Notice of Borrowing on or a notice reducing the same dateCommitment, then a separate Request for as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing shall be submitted by each applicable or Reduction Notice, the Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered such 30th day a notice as described in connection with any Borrowing under Section 2.8(g)(i2.2(d)(ii), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which 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 the making of such Loans. Each Borrowing hereunder such notice shall be in the form of Schedule 1.02 and shall specify (i) 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 the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a single Borrower 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 Bank on such date. Any Bank's failure to make any Loan to be made by it on the 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. (it being understood and agreed c) 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 any Qualified Borrower’s Obligations shall such Bank will not make available to the Agent the Loans requested to be guaranteed made by such Bank on such date, the Initial Borrower Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 2.9 hereof)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. The applicable If and to the extent such Bank shall 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 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 give immediately repay such corresponding amount to the Administrative Agent notice together with accrued interest thereon at the Agency Services Address of applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed Agent in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (aaccordance with Section 1.02(b) shall be furnished 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 Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) Borrower by credit to an account maintained in the case of a request for LIBOR Loans, Borrower's name at the Interest Period therefor Agent's Office or in such other manner as may have been specified in the applicable notice and currency (which as shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 acceptable to the Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofAgent.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “a) Request for Borrowing”). Each request by Company to Agent for a Borrowing under Section 2.01 (a "Request for Borrowing: (a") shall be furnished in writing or by telephonic notice and specify the 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 Administrative Agent no later than the Specified Time; and (b) must specifyRequest for Borrowing as set forth in Section 2.02(c). Any written Request for Borrowing shall: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR LoansBase Rate Borrowing, be in the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); form attached hereto a Exhibit "D ," and (ivii) including in the case of a confirmation that LIBOR Borrowing, be in the form attached hereto as Exhibit "E." If 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 Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing is by telephonic notice, said telephonic notice shall be confirmed in writing promptly after such telephonic notice pursuant to a Confirmation of Request for Borrowing (i) substantially in the form attached hereto as Exhibit "F" in the case of a Base Rate Borrowing and (ii) substantially in the form attached hereto as Exhibit "G" in the case of a LIBOR Borrowing. If A Request for Borrowing and a Confirmation of Request for Borrowing may be provided by facsimile transmission; however, 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 one hundred thousand dollars ($100,000.00) or any integral multiple Borrowers are requesting a of one hundred thousand dollars ($100,000.00). Each LIBOR Borrowing on the same date, then a separate 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 submitted by each applicable Borrower (or irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for borrowing Borrowing, Company shall specify indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the respective amounts being requested date specified for such Borrowing, the conditions to such Advance set forth herein, including without limitation, any cost, loss or expense incurred by each applicable Borrower)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 Borrowing when such Advance, as a result of such failure, is not made on such date. Any After receiving a Request for Borrowing received in the manner provided herein, Agent shall promptly notify each Bank by telephone (confirmed immediately by telex or cable), telex or cable of the Administrative Agent after amount of the Specified Time shall be deemed to have been given by Borrowing and such Bank's pro rata share of such Borrowing, the applicable Borrower date on which the next succeeding Business Day. No Request for Borrowing shall be required is to be delivered in connection with any Borrowing under Section 2.8(g)(i)made, 2.9(f)the interest option selected and, 2.12(b)if applicable, 3.3(c) or 3.3(d) hereofthe Interest Period selected.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Company shall give the Administrative Agent written or telephonic notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon (Chicago time) on the Specified Time; date the Company requests that any Borrowing of Loans be made 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 (bwhich must be a Business Day, and which date shall be at least three (3) must specify: (iBusiness Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion) and the amount of such Borrowing; . 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, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the 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 (iiChicago time) but shall incur no liability to the Interest Option; Company if it is not reasonably practical for them to honor such requests on a same day basis. Not later than 1:00 p.m. (iiiChicago time) on the date specified for any Borrowing of Loans to be made hereunder, each Lender shall make the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 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 assume that such Lender has made such share available to the 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 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 rate per annum equal to (x) 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 request day which is not a Business Day, then for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); preceding day) and (ivy) including a confirmation that thereafter until payment of 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing amount is received by the Administrative Agent after from such Lender, the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request Base Rate in effect for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofeach such day.

Manner of Borrowing. Each Borrowing hereunder (a) Borrower shall give to Lender, on or before 12:00 noon Dallas, Texas time, notice (whether by telephone, facsimile, in person, by mail or e-mail) specifying the amount of such Advance, the Pricing Selection and, with respect to any Eurodollar Advance, the desired Interest Period. Such notice shall be made by at least three Business Days prior to the requested date for a single Borrower (it being understood Eurodollar Advance and agreed that any Qualified Borrower’s Obligations at least one Business Day prior to the requested date for a Base Rate Advance. Each Advance shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form aggregate principal amount of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and $100,000 or an integer multiple thereof. (b) must specify: Lender shall, before 12:00 noon Dallas, Texas time on the requested Borrowing Date, make available to Borrower, in same day funds the amount of the Loan. (c) If no Interest Period with respect to any Eurodollar Advance is specified by Borrower when it notifies Lender, then Borrower shall be deemed to have 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 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 to day, the lessor of (i) the amount of such Borrowing; Maximum Rate and (ii) the Interest Option; Applicable Rate. (iiif) Accrued and unpaid interest on all Advances shall be due and payable as follows: (i) in the case of a request for LIBOR Loanseach 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 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 Interest Period therefor Note and currency other amounts herein and under each other Loan Document due, shall bear interest on the amounts thereof from time to time remaining unpaid (which shall beboth before and after judgment) at the Default Rate. (h) The Note, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 in addition to the Secured Partiesapplicable terms and provisions hereof and referenced herein, in shall otherwise be subject to, and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received governed by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request terms and provisions therein set forth and referenced and such terms and provisions incorporated herein for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofall purposes.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished Subject to the Administrative Agent provisions of this Agreement (and in particular Section 10) and provided no later than 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 Specified Time; and (b) must specify: (i) Lenders up to the amount of such Borrowing; the Revolving Facility Total Commitment, Term Facility Total Commitment or relevant Overdraft and L/C Facility Commitment, as the case may be: (ii) the Interest Option; (iiia) in the case of Advances under the Revolving Facility or the Term Facility which must, in each instance, be in a request for LIBOR Loansminimum 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 way 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, upon giving irrevocable telephone notice to the Agent at least by 12:00 noon on the Business Day immediately preceding the relevant Interest Period therefor 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 currency 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 Canadian Overdraft and L/C Facility and (Y) to the nearest US Dollar so as to cover the overdraft in the case of the 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 becontinue 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, subject by following the procedure set forth in Section 6.2 and by giving notice thereof to Section 2.2 hereof, US Dollars the relevant Overdraft and L/C Lender substantially in the form set forth in SCHEDULE "L" (or an Alternate Currencysuch other form or in such other manner as the relevant Overdraft and L/C Lender may approve); and (iv) 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)the terms hereof, granted the relevant Lenders shall make each such Advances available to the Secured Partiesextent that on the relevant Drawdown Date, the Aggregate Commitment remaining unadvanced and uncancelled hereunder and, as 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 and on 100% of the 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 dateeach case, then a separate Request sufficient to allow for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofBorrowing.

Manner of Borrowing. Each The Company hereby requests a Term ------------------- Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by on the Initial Borrower Closing Date in accordance with Section 2.9 hereof)an amount equal to the Term Loan Commitments. The applicable Borrower Company shall give the Administrative Agent an irrevocable notice at the Agency Services Address (a "Notice ------ of the date of each requested Borrowing hereunderTerm Borrowing"), which notice may shall be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached B-1 ----------------- hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) and shall be furnished delivered to the Administrative Agent no later than on or before 11:00 A.M. (New York City time) (a) if all or any Portion of such Term Borrowing is comprised of Eurodollar Loans, at least three Business Days before the Specified Time; Closing Date unless otherwise agreed by the Administrative Agent and the Lenders and (b) must otherwise one Business Day before the Closing Date. Each Notice of Term Borrowing shall specify: (i) the amount of each Portion, if any, into which such Borrowing; Borrowing is to be divided (which shall be in a minimum of $1,000,000 or an integral multiple of $100,000 in excess thereof), (ii) the Interest Option; type of Loans comprising such Term Borrowing or any Portion thereof and (iii) in the case if such Term Borrowing or any Portion thereof is to consist of a request for LIBOR Eurodollar Loans, the Interest Period therefor and currency to be initially applicable thereto (which shall be, subject to be a period permitted by the definition of "Interest Period" in Section 2.2 1 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will . The Loans comprising --------------- the Term Borrowings shall be secured (either directly or indirectly) made ratably by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted the Term Lenders in proportion to the Secured Parties, in and on 100% amount of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowingeach Term Lender's respective Term Loan Commitment. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received Upon receipt by the Administrative Agent after of the Specified Time Notice of Term Borrowing, the Administrative Agent shall be deemed promptly advise each Lender of the details thereof. Subject to have been given the conditions of this Agreement, each Term Lender shall make available to the Administrative Agent the amount of its Term Loan in Dollars by the applicable Borrower no later than 12:00 noon (New York City time), on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofClosing Date.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood a) Revolving Credit Line and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof)Reducing Non-Revolving Loans. The applicable For each requested Revolving Loan or Reducing Non-Revolving Loan, Borrower shall give Lender prior notice (a "Notice of Borrowing") specifying the Administrative Agent notice at date of a requested borrowing (which must be a Business Day), the Agency Services Address amount thereof, and whether such borrowing is a Revolving Loan or Reducing Non-Revolving Loan. A Notice of Borrowing may be in writing or given orally by a Responsible Officer on the same day it wishes a Revolving Loan or Reducing Non-Revolving Loan to be made; provided that said Notice of 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 2:00 p.m. (Walla Walla time) on the date such oral request is made. Each such Notice shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that (a) as of the date of each requested such Notice of Borrowing hereunder, which notice may be by telephone, if confirmed the statements set forth in writing, facsimile, electronic mail, or other written communication substantially Article 4 are true and correct in all material respects (subject to any waivers of the form terms thereof then in effect in accordance with the terms of Exhibit E attached hereto (a “Request for Borrowing”this Agreement). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: no Default or Event of Default shall have occurred and is continuing or will result from disbursement of the requested Revolving Loan or Reducing Non-Revolving Loan. Each Revolving Loan or Reducing Non-Revolving Loan requested by Borrower under this Section 2.2(a) shall be in an amount that is an integral multiple of Five Thousand Dollars (i$5,000) and not less than Twenty-five Thousand Dollars ($25,000). Upon fulfillment to Lender's satisfaction of the amount of applicable conditions set forth in this Section 2.2(a) and in Article 3, Lender will promptly make such Borrowing; (ii) funds available to Borrower by depositing them into an account maintained by Borrower at Lender's main office, Walla Walla, Washington. Notwithstanding the Interest Option; (iii) in the case of a request for LIBOR Loansforegoing, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing proceeds of the initial Revolving Loan will be secured (either directly or indirectly) made available to Borrower by a first priority, exclusive security interest and Lien (subject wire transfer to Permitted Liens), granted U.S. Bank National Association for application to Indebtedness of Borrower arising under the Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofExisting Credit Agreement.

Manner of Borrowing. Each Borrowing hereunder (a) In addition to any requirements mentioned in this Agreement, each advance shall be made only on a Business Day, as requested to the Lenders by the Borrower in a single Borrower notice of borrowing which must have been received by the Facility Agent at least five (it being understood and agreed that any Qualified Borrower’s Obligations 5) Business Days prior to the Date of Borrowing submitted no later than 10AM (ten before noon Western Indonesia Time) (“Notice of Borrowing”), which substantially shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto A hereto. The Notice of Borrowing shall be irrevocable for any reason upon receipt by the Facility Agent, unless (a “Request for 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) Any advance shall be made in Rupiah, in an amount not less than Rp 100,000,000,000 (one hundred billion Rupiah). Each Request for In the event of an advance exceeding such amount, the advance must be in the multiplication amounts of Rp 25,000,000,000 (twenty five billion Rupiah). (c) Subject to the terms and conditions of this Agreement, each of the Lenders shall deposit the amount of the Loan as specified in the relevant Notice of Borrowing to a special account of the Facility Agent on the Date of Borrowing as specified in the Notice of Borrowing: (a) , 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 furnished for the account of the Lenders. (d) 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 Administrative Facility Agent via any 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. Such notice of confirmation must be received by the Facility Agent no later than 3 (three) Business Days prior to the Specified Time; relevant Interest Payment Date, which notice shall supplement, form a part of and (b) must specify: (i) the amount be subject to this Agreement. Immediately upon receipt of such Borrowing; (ii) the Interest Option; (iii) in the case notice of a request for LIBOR Loansconfirmation, the Interest Period therefor and currency (which shall beFacility Agent shall, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 dateday as receipt date thereof, then a separate Request forward the same to each of the Lenders. (f) The Lenders shall not be responsible or liable for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable any consequences that may arise from acting on Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof’s instructions as aforesaid.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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). a) The applicable Borrower shall give the Administrative Agent written or telephonic notice of each requested Advance under the Receivable Commitment by not later than 12:00 p.m. (Minneapolis time) on the date such Advance is to be made. (b) Any request for an Advance under the Receivable Loan shall be deemed a representation by the Borrower that the amount of the requested Advance, when added to the Receivable Loan outstanding amount, would not exceed the Receivable Borrowing Base. If the Receivable Loan outstanding amount shall at any time exceed the Receivable Borrowing Base, the Borrower shall immediately prepay Advances in the amount equal to such excess, without notice or demand by the Lenders. (a) Upon receipt of notice of a request for an Advance described in Section 2.5(a) above, the Agent will promptly notify each Lender thereof and of the amount of such Lender's Percentage of such Advance. (a) Each Lender will make the amount of its Percentage of such Advance available to the Agent for the account of the Borrower at the Agency Services Address Agent's office by 2:00 p.m. (Minneapolis time) on the date requested for such Advance. The proceeds of all such requested Advances will then be made available to the Borrower by the Agent by deposit thereof to an account designated by the Borrower or as otherwise indicated in the Borrower's corresponding request; provided, that the initial Advances hereunder shall be used to replace, but not satisfy, those certain promissory notes given by the Borrower to the Lender's dated July 15, 1999. (a) Unless the Agent shall have received notice from a Lender with respect to any Advance, prior to any proposed Advance, that such Lender will not make available to the Agent as and when required hereunder for the account of the Borrower the amount of that Lender's Percentage of such Advance, the Agent may assume that each Lender has made such amount available to the Agent in immediately available funds on the date required and the Agent may (but shall not be so required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, the Lender shall on the next Business Day following the date of such Advance make such amount available to the Agent, together with interest as payable under the Receivable Notes for and determined as of each requested Borrowing hereunderday during such period. A notice of the Agent submitted to any Lender with respect to amounts owing under this paragraph shall be conclusive, which notice may be absent manifest error. If such amount is not made available to the Agent on the next Business Day following the date of the Advance, the Agent shall notify the Borrower of such failure to fund and, upon demand by telephonethe Agent, if confirmed in writingthe Borrower shall pay such amount to the Agent for the Agent's account, facsimiletogether with interest thereon for each day elapsed since the date of such Advance, electronic mail, or other written communication substantially in at a rate per annum equal to the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: interest rate applicable at the time to the Loans comprising such Advance. (a) The failure of any Lender to make its Percentage of any Advance as required shall not relieve any other Lender of any obligation hereunder to make its Percentage of any Advance, but no Lender shall be furnished responsible for the failure of any other Lender to make its Percentage of any Advance to be made by such other Lender on any date. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of any part of any Advance made by it, any payment (whether voluntary, involuntary, through the Administrative exercise of any right of set-off, or otherwise) in excess of its Percentage of such Advance (or other share contemplated hereunder) of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith (a) notify the Agent no later than the Specified Time; of such fact, and (b) must specify: purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such Lender's percentage (according to the proportion of (i) the amount of such Borrowing; paying Lender's required repayment to (ii) the Interest Option; total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all its rights of payment (iiiincluding the right of set-off, but subject to Section 9.16) with respect to such participation as fully as if such Lender were the direct creditor of the borrower in the case amount of a request for LIBOR Loans, the Interest Period therefor and currency such participation. The Agent will keep records (which shall be, subject be conclusive and binding in the absence of manifest error) of participations purchased pursuant to Section 2.2 hereof, US Dollars this paragraph and will in each case notify the Lenders following any such purchases or an Alternate Currency); repayments. (a) All Advances and (iv) 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 Secured Parties, in and on 100% of the 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 repayments shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent effected so that after the Specified Time giving effect thereto all Loans shall be deemed pro rata among the Lenders according to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereoftheir Percentages.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 For each requested Revolving Loan, Borrower shall give Lender prior notice (a “Notice of Borrowing”) specifying the Administrative Agent notice at date of a requested borrowing (which must be a Business Day) and the Agency Services Address amount thereof. A Notice of Borrowing may be in writing or given orally by a Responsible Officer on the same day it wishes a Revolving Loan to be made; provided that said Notice of 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 2:00 p.m. (Walla Walla time) on the date such oral request is made. Each Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that (a) as of the date of each requested such Notice of Borrowing hereunder, which notice may be by telephone, if confirmed the statements set forth in writing, facsimile, electronic mail, or other written communication substantially Article 4 are true and correct in all material respects (subject to any waivers of the form terms thereof then in effect in accordance with the terms of Exhibit E attached hereto (a “Request for Borrowing”this Agreement). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) no Default or Event of Default shall have occurred and is continuing or will result from disbursement of the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to requested Revolving Loan. Each Revolving Loan requested by Borrower under this Section 2.2 hereof, US shall be in an amount that is an integral multiple of Five Thousand Dollars or an Alternate Currency($5,000) and not less than Twenty-five Thousand Dollars ($25,000); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject . Upon fulfillment to Permitted Liens), granted to the Secured Parties, in and on 100% Lender’s satisfaction of the Unused Commitments of all Investorsapplicable conditions set forth in this Section 2.2 and in Article 3, which can be satisfied Lender will promptly make such funds available to Borrower by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same datedepositing them into an account maintained by Borrower at Lender’s main office, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i)Walla Walla, 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofWashington.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Company shall give the Administrative ------------------- Agent irrevocable notice at the Agency Services Address (a "Notice of the date Revolving Borrowing") for each Revolving ----------------------------- Borrowing. Each such Notice of each requested Revolving Borrowing hereunder, which notice may shall be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached B-2 hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) and shall be furnished delivered to the Administrative Agent no later than on or before 11:00 A.M. (New York City time) (i) for each Revolving Borrowing comprised of Eurodollar Loans, at least three Business Days before the Specified Time; date of borrowing and (bii) must for each Revolving Borrowing comprised of Base Rate Loans, at least one Business Day before the date of borrowing or the Closing Date. Each Notice of Revolving Borrowing shall specify: (i) the amount date of such Revolving Borrowing; , (ii) the Interest Option; aggregate principal amount of such Revolving Borrowing, (iii) in the case whether such Revolving Borrowing shall consist of a request for LIBOR Eurodollar Loans or Base Rate Loans and (iv) if such Revolving Borrowing is to consist of Eurodollar Loans, the Interest Period therefor and currency to be applicable thereto (which shall be, subject to be a period permitted by the definition of "Interest Period" in Section 2.2 1 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 --------------- The Loans comprising any Revolving Borrowing shall be submitted made ratably by the Revolving Lenders in proportion to the amount of each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower)Revolving Lender's Revolving Commitment Percentage. Any Request for Borrowing received Upon receipt by the Administrative Agent after of a Notice of Revolving Borrowing, the Specified Time Administrative Agent shall be deemed promptly advise each Revolving Lender of the details thereof. Subject to have been given the conditions hereof, each Revolving Lender shall make available to the Administrative Agent the amount of its Revolving Loan in Dollars by the applicable Borrower no later than 12:00 noon (New York City time) on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofdate of borrowing.

Manner of Borrowing. (a) Each Borrowing hereunder shall be made by a single Borrower on notice, given not later than 10:00 A.M. (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by Chicago time) on the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of third Business Day prior to the date of each requested the proposed Borrowing hereundercomprising 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 may thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephonetelecopier, if telex or cable, confirmed immediately in writing, facsimile, electronic mail, or other written communication in substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to B hereto, specifying therein the Administrative Agent no later than the Specified Time; and (b) must specify: requested (i) the date of such Borrowing, (ii) Type of Advances to be made in connection with such Borrowing, (iii) aggregate amount of such Borrowing; , and (ii) the Interest Option; (iiiiv) in the case of a request Borrowing comprising Eurodollar Rate Advances, initial Interest Period for LIBOR Loanseach such Advance; provided that the Borrower may not deliver more than three (3) Notice of Borrowings hereunder. Each Lender shall, before 11:00 A.M. (Chicago time) on the date of such Borrowing, make available for the account of its applicable Lending Office to the 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 Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that Agent will make such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted funds available to the Secured Parties, in and on 100% Borrower at the Agent's aforesaid address. (b) Each notice of the 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 submitted 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 (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 for such Borrowing the 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 Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Lender prior to the 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 Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower 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 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 Borrower, the interest rate applicable Borrower at the time to Advances made in connection with such Borrowing, and (or ii) in the case of such Request 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 borrowing shall specify the respective amounts being requested by each applicable Borrower)purposes of this Agreement. Any Request for Borrowing received by the Administrative Agent after the Specified Time Nothing in this subsection shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be relieve any Lender from its obligation to make any Advance required to be delivered in connection with made by such Lender hereunder or to prejudice any rights the Borrower may have against any Lender as a result of any default by such Lender hereunder. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing under Section 2.8(g)(i)shall not relieve any other Lender of its obligation, 2.9(f)if any, 2.12(b)hereunder to make its Advance on the date of such Borrowing, 3.3(cbut 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) or 3.3(d) hereofNotwithstanding anything, to the contrary contained herein, no more than six Borrowings may be outstanding, at any time.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent telephonic notice of each request for Warehousing Advances or Warehousing Swing Line Advances, as the case may be, not later than 12:00 noon (Minneapolis time) on the applicable Warehousing Advance Date, in the case of Warehousing Advances, and not later than 3:00 p.m. (Minneapolis time) on such Warehousing Advance Date, in the case of Warehousing Swing Line Advances, specifying the aggregate amount of Warehousing Advances or Warehousing Swing Line Advances requested and whether such Warehousing Advances or Warehousing Swing Line Advances are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Borrowings or Alternate Base Rate Borrowings; provided, that any portion of a Warehousing Advance or Warehousing Swing Line Advance not so designated shall be funded as an Alternate Base Rate Borrowing; and provided, further, that such designation or, in the absence of such designation, the preceding proviso clause shall be effective only with respect to that portion of the Warehousing Advances of a Lender other than First Bank which is not to be funded as a Designated Fixed Rate Loan in accordance with Section 2.05(d). The Borrower shall promptly confirm any such request by delivering to the Administrative Agent a duly completed and executed Confirmation. The Administrative Agent shall, by not later than 1:00 p.m. (Minneapolis time) on the date on which a request for Warehousing Advances is received by it from the Borrower, notify each Warehousing Lender of such request, of such Warehousing Lender's Pro Rata Share of the Warehousing Advances requested, the applicable Warehousing Advance Date therefor, and whether such Warehousing Lender's Warehousing Advances are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Borrowings or Alternate Base Rate Borrowings. Each Warehousing Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 3:00 p.m. (Minneapolis time) on said Warehousing Advance Date the total amount of the Warehousing Advance or Advances to be made by such Warehousing Lender. First Bank shall, not later than 4:00 p.m. (Minneapolis time) on the Warehousing Advance Date on which it makes any Warehousing Swing Line Advance, deposit the amount thereof into the Collateral Account. Unless the Administrative Agent shall have received notice from a Warehousing Lender prior to 3:00 p.m. (Minneapolis time) on the date any Warehousing Advances are to be made that such Lender will not make available to the Administrative Agent the Warehousing Advances to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such Warehousing Advances available to the Administrative Agent on such date and the Administrative 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 Lender. If a Warehousing Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Administrative Agent the Warehousing Advance to be made by such Lender on such date and the Administrative 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 Administrative Agent such corresponding amount together with interest thereon, at the Agency Services Address Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent. If such Warehousing Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.05. Each request for Warehousing Advances or Warehousing Swing Line Advances shall be deemed to be a representation by the Borrower that (i) no Default or Event of Default has occurred or will exist upon the making of the requested Warehousing Advances or Warehousing Swing Line Advances and (ii) the representations and warranties contained in Section 3, in Section 5 of the Warehousing and Discretionary Security Agreement and in Section 5 of the Servicing and Working Capital Security Agreement are true and correct with the same force and effect as if made on and as of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially such request. Upon the deposit of the Warehousing Advances and/or Warehousing Swing Line Advance in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) Collateral Account on the applicable Warehousing Advance Date, the Administrative Agent shall be furnished transfer the proceeds thereof to the account or accounts designated by the Borrower in its notice to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofAgent.

Manner of Borrowing. Each Borrowing hereunder 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 by on notice from Borrower to Lender of a single Borrower request for an Uncommitted Loan given not later than 12:00 (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 Administrative Agent notice at the Agency Services Address of noon) New York City time two (2) Business Days prior to the date of each the proposed Uncommitted Loan. Each such notice of a requested Borrowing hereunder, which notice may Uncommitted Loan shall be by telephone, if confirmed in writingimmediately by the delivery by hand or facsimile to Lender of a Request for Loan, facsimile, electronic mail, or other written communication substantially in the form annexed hereto as Exhibit C, properly completed, specifying therein the requested date (which must be a Business Day) and amount of Exhibit E attached hereto 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 Borrowing”Uncommitted Loan"). The information set forth in such Request for Uncommitted Loan shall be conclusive against Borrower (but not against Lender). Each Request for Borrowing: (a) Uncommitted Loan by Borrower hereunder shall be furnished deemed a representation by Borrower to Lender that the Administrative Agent no 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 be promptly notified of Lender's approval or denial of each Request for Uncommitted Loan. If a Request for Uncommitted Loan is approved by Lender, not later than 3:00 p.m. New York City time on the Specified Time; date such Uncommitted Loan is requested to be made and (b) must specify: (i) upon fulfillment of the applicable conditions set forth in this Agreement, Lender will make such Uncommitted Loan available to Borrower by wire transfer of the amount of such Borrowing; Uncommitted Loan to Borrower's account at The Industrial Bank of Japan, Limited, New York Branch (iiAccount No. 2051-14033, Attention: Xx. Xxxxxx Xxxxxxxx) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable other account as Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed may from time to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereoftime designate.

Manner of Borrowing. Each Borrowing hereunder Borrowings under the Revolving Credit Commitment shall be made by as follows: (a) A request for a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations LIBOR Loan shall be guaranteed by the Initial made, or shall be deemed to be made, if Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative gives Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially its intention to borrow in the form of Exhibit E attached hereto B (a “Request "Borrowing Notice"), in which notice Borrower shall specify (i) the aggregate amount of such LIBOR Loan, (ii) 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 requested date of the LIBOR Loan. (b) A request for Borrowing”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 other number as Agent may dexxxxxxx, x xxxuest 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 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. Each Request for Borrowing: The amount of Base Rate Loans advanced according to clause (ai) shall be furnished 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 Administrative Agent no later than amount of interest that was not actually paid by Borrower or the Specified Time; and amount of funds actually disbursed, respectively. (bc) must specifyBorrower 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 each Loan requested under Sections 2.4(a) or 2.4(b)(i) shall be disbursed by Lenders in lawful money of the United States of America in immediately available funds, in the case 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 Borrowingbank account as may be agreed upon by Borrower and Agent from time to time; and (ii) the Interest Option; proceeds of each Revolving Loan requested under Section 2.4(b)(ii) or (iii) in the case shall be disbursed by Lenders by way of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% direct payment of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofrelevant Obligation.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Lenders' Representative written, telegraphic or facsimile notice (the Administrative Agent notice "Draw Notice") executed by a Designated Person (as defined below), specifying (a) the amount to be disbursed, which amount shall not be greater, at any one time, than the Agency Services Address difference between $2,000,000, minus the then outstanding principal amount of all Loans theretofore made hereunder, (b) the date upon which Borrower request such amounts be disbursed to it (which date shall be not less than seven (7) calendar days after the date of delivery of the Draw Notice) and (c) Borrower's wire transfer instructions. Lenders' Representative shall immediately forward the Draw Notice to each Lender. Within two business days following receipt by each Lender of a Draw Notice in compliance with this Section 2, each such Lender shall disburse the Lender's Percentage of the requested Borrowing hereunderfunds to an account specified by Lenders' Representative. Lenders' Representative, which notice may be by telephonein turn, if confirmed shall upon receipt of funds from all Lenders, remit the funds to Borrower in writing, facsimile, electronic mail, or other written communication substantially care of the account specified in the form Draw Notice. Prior to or concurrently with the execution hereof, Borrower shall certify to Lender the officer or officers of Exhibit E attached hereto Borrower who are authorized to request advances (each a “Request for Borrowing”"Designated Person"). Each Request for Borrowing: (a) , together with true signatures of such officer or officers, and Lenders' Representative may conclusively rely on such certification until it shall be furnished receive notice in writing to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofcontrary.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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)one or more Borrowers. The applicable Borrower Borrowers shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication communication, substantially in the form of Exhibit E attached hereto (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 11:00 a.m. (New York time) at least (i) three (3) Business Days prior to the Specified Timerequested date of the funding of a Term SOFR Loan; and (ii) one (1) Business Day prior to the requested date 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 Administrative Agent and all Lenders); and (b) must specify: (iA) the applicable Borrower(s); (B) the amount of such Borrowing; (iiC) the Interest Option; Option and (iiiD) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower)therefor. Any Request for Borrowing received by the Administrative Agent after the Specified Time applicable time specified in the 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 Loan as a 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 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) 4.3 hereof.

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Warehousing Loans not later than 1:00 p.m. (Minneapolis time) on the requested Borrowing Date if Warehousing Loans are requested and not later than 3:00 p.m. (Minneapolis time) on the requested Borrowing Date if Swingline Loans are requested. Each Borrowing hereunder request for Warehousing Loans or Swingline Loans shall specify (i) the aggregate amount of Warehousing Loans or Swingline Loans, as the case may be, requested and (ii) whether such Warehousing Loans or Swingline Loans to be made by a single Borrower (it being understood and agreed each Lender are to be funded as Eurodollar Advances, or Reference Rate Advances; provided, that any Qualified Borrower’s Obligations portion of a Loan not otherwise designated shall be guaranteed 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 Lender by not later than 2:00 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 or Eurodollar Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 3:00 p.m. (Minneapolis time) on the Borrowing Date the total amount of the Warehousing Loans to be made by such Lender. On the Borrowing Date of requested Swingline Loans, U.S. 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 Initial Borrower in accordance 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 Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice accrued interest thereon at the Agency Services Address applicable rate or rates provided in Section 2.02. 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) the representations and warranties contained in Section 3 hereof and in Section 5 of the Pledge and Security Agreement, are true and correct with the same force and effect as if made on and as of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofrequest.

Manner of Borrowing. Each Borrowing hereunder (a) Borrower shall give to Lender, on or before 12:00 noon Dallas, Texas time, notice (whether by telephone, facsimile, in person, by mail or e-mail) specifying the amount of such Advance, the Pricing Selection and, with respect to any Eurodollar Advance, the desired Interest Period. Such notice shall be made by at least three Business Days prior to the requested date for a single Borrower (it being understood Eurodollar Advance and agreed that any Qualified Borrower’s Obligations at least one Business Day prior to the requested date for a Base Rate Advance. Each Advance shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form aggregate principal amount of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and $100,000 or an integer multiple thereof. (b) must specify: Lender shall, before 12:00 noon Dallas, Texas time on the requested Borrowing Date, make available to Borrower, in same day funds the amount of the Loan. (c) If no Interest Period with respect to any Eurodollar Advance is specified by Borrower when it notifies Lender, then Borrower shall be deemed to have 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 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 to day, the lessor of (i) the amount of such Borrowing; Maximum Rate and (ii) the Interest Option; Applicable Rate. (iiif) Accrued and unpaid interest on all Advances shall be due and payable as follows: (i) in the case of a request for LIBOR Loanseach 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 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 Interest Period therefor Note and currency other amounts herein and under each other Loan Document due, shall bear interest on the amounts thereof from time to time remaining unpaid (which shall beboth before and after judgment) at the Default Rate. (h) The Note, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 in addition to the Secured Partiesapplicable terms and provisions hereof and referenced herein, in shall otherwise be subject to, and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received governed by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request terms and provisions therein set forth and referenced and such terms and provisions incorporated herein for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofall purposes.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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). a) The applicable Borrower shall give the Administrative Agent written or telephonic notice of each requested Advance under the Receivable Commitment by not later than 12:00 p.m. (Minneapolis time) on the date such Advance is to be made. (b) Any request for an Advance under the Receivable Loan shall be deemed a representation by the Borrower that the amount of the requested Advance, when added to the Receivable Loan outstanding amount, would not exceed the Receivable Borrowing Base. If the Receivable Loan outstanding amount shall at any time exceed the Receivable Borrowing Base, the Borrower shall immediately prepay Advances in the amount equal to such excess, without notice or demand by the Lenders. (c) Upon receipt of notice of a request for an Advance described in Section 2.5(a) above, the Agent will promptly notify each Lender thereof and of the amount of such Lender's Percentage of such Advance. (d) Any Lender that elects to make its Percentage of any requested Advance will make the amount of its Percentage of such Advance available to the Agent for the account of the Borrower at the Agency Services Address Agent's office by 2:00 p.m. (Minneapolis time) on the date requested for such Advance. The proceeds of all such requested Advances will then be made available to the Borrower by the Agent by deposit thereof to an account designated by the Borrower or as otherwise indicated in the Borrower's corresponding request; provided, that the initial Advances hereunder shall be applied to pay the amounts owing by the Borrower to ACC under that First Amended and Restated Credit Agreement dated as of October 1, 1998. (i) Unless the Agent shall have received notice from a Lender with respect to any Advance, prior to any proposed Advance, that such Lender will not make available to the Agent as and when required hereunder for the account of the Borrower the amount of that Lender's Percentage of such Advance, the Agent may, in its sole discretion and at its sole risk, assume that each Lender has made such amount available to the Agent in immediately available funds on the date required and the Agent may (but shall not be so required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, the Lender shall, if it has determined in its discretion to make its Percentage of such Advance, make such amount so available to the Agent on the next Business Day following the (ii) If any Lender has determined to not make its Percentage of such Advance or if such amount is not made available to the Agent on the next Business Day following the date of the Advance, the Agent may, at its option (A) notify the Borrower of such Lender's election not to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each requested Borrowing hereunderday elapsed since the date of such Advance, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Advance or (B) treat the amounts so made available to the Borrower by the Agent in lieu of the Percentage of such Advance which notice may such Lender declined to make, as the purchase of a percentage participation in the Receivable Note made payable to such Lender, in an amount equal to such amount so made available by the Agent divided by the sum of the principal of such amount and the other principal amounts outstanding under such Receivable Note. In such event, the Agent shall enter into a participation agreement with the Lender who declined to make the Advance, on terms and conditions satisfactory to such Lender. (f) No Lender shall be responsible for the determination of any other Lender to not make its Percentage of any Advance to be made by telephonesuch other Lender on any date. (g) If, if confirmed in writingother than as expressly provided elsewhere herein, facsimileany Lender shall obtain on account of any part of any Advance made by it, electronic mailany payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Percentage of such Advance (or other written communication substantially in share contemplated hereunder) of payments on account of the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: Advances obtained by all the Lenders, such Lender shall forthwith (a) shall be furnished to notify the Administrative Agent no later than the Specified Time; of such fact, and (b) must specify: purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such Lender's percentage (according to the proportion of (i) the amount of such Borrowing; paying Lender's required repayment to (ii) the Interest Option; total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all its rights of payment (iiiincluding the right of set-off, but subject to Section 9.16) with respect to such participation as fully as if such Lender were the direct creditor of the borrower in the case amount of a request for LIBOR Loans, the Interest Period therefor and currency such participation. The Agent will keep records (which shall be, subject be conclusive and binding in the absence of manifest error) of participations purchased pursuant to Section 2.2 hereof, US Dollars this paragraph and will in each case notify the Lenders following any such purchases or an Alternate Currency); repayments. (h) All Advances and (iv) 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 Secured Parties, in and on 100% of the 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 repayments shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent effected so that after the Specified Time giving effect thereto all Loans shall be deemed pro rata among the Lenders according to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereoftheir Percentages.

Manner of Borrowing. Each Borrowing hereunder (a) 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 be made only by MEDSYSTEMS, acting in its capacity as agent for itself and for PROCATH. (b) In furtherance of the foregoing, Borrowers hereby direct, and Lender hereby agrees, that the making of Advances and the extension of any other financial accommodations extended to either Borrower under this Agreement shall be made by a single Borrower MEDSYSTEMS, acting in its capacity as agent as aforesaid. (it being understood c) Borrowers further authorize MEDSYSTEMS, acting in its capacity as agent as aforesaid, to designate any Advance received hereunder and agreed that any Qualified Borrower’s Obligations shall be guaranteed by other financial accommodation extended hereunder as having been made, issued or extended for the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address account of the date Borrower designated by MEDSYSTEMS. (d) In the absence of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of any such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loansdesignation, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing request will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given 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 both Borrowers as to the termination of such authority, which notice must be signed by the applicable Borrower respective President of each Borrower, and which notice must be binding on the next succeeding Business Day. No Request for Borrowing 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 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 payment of all Obligations. (h) Each Advance shall be requested in an Authenticated Record sent via facsimile or electronic transmission including, without limitation, via e-mail by a Notice of Borrowing 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 Advance under this Agreement in accordance with Section 2.1 of this Agreement, Lender shall make the Advance to the Borrowers in the amount requested in the Authenticated Record by MEDSYSTEMS in immediately available funds for credit to any account (other than a payroll account) of MEDSYSTEMS 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). Lender shall not be responsible for any failure of any amount so transferred to be delivered in connection with credited to any Borrowing under Section 2.8(g)(i)such account, 2.9(f), 2.12(b), 3.3(c) unless such failure is due to Lender’s gross negligence or 3.3(d) hereofwillful misconduct.

Manner of Borrowing. Each Borrowing hereunder The Company shall give written or telephonic notice to the Agent (which notice shall be made irrevocable once given and, if given by a single Borrower telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (it being understood and agreed Chicago time) on the date the Company requests that any Qualified Borrower’s Obligations Borrowing of Loans be made to it under the Commitments, and the Agent shall be guaranteed by promptly notify each Bank of the Initial Borrower in accordance with Section 2.9 hereof)Agent's receipt of each such notice. The applicable Borrower Each such notice shall give the Administrative Agent notice at the Agency Services Address of specify the date of each the Borrowing of Loans requested Borrowing hereunder(which must be a Business Day, and which date shall be at least three (3) Business Days subsequent to the date of such notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form case of Exhibit E attached hereto (any Borrowing of Loans constituting a “Request for Borrowing”). Each Request for Borrowing: (aLIBOR Portion) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; . 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, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Banks have acted in reliance thereon. Not later than 1:00 p.m. (iiChicago time) on the Interest Option; date specified for any Borrowing of Loans to be made hereunder, each Bank shall make the proceeds of its Loan comprising part of such Borrowing available to the Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the 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 (iiiChicago 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 assume that such Bank has made such share available to the 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 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 rate per annum equal to (x) 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 request day which is not a Business Day, then for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); preceding day) and (ivy) including a confirmation that thereafter until payment of 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing amount is received by the Administrative Agent after from such Bank, the Specified Time shall be deemed Base Rate as from time to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered time in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofeffect.

Manner of Borrowing. Each Borrowing hereunder shall be made (i) XM may request an Advance by delivering to Lender a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially completed Request for Advance in the form of Exhibit E attached hereto as Exhibit A (a “Request for BorrowingAdvance”) not later than 3:00 p.m., New York City time at least one business day prior to the date such Advance is to be funded. If at the date of such Request for Advance XM shall not previously have executed the Second Lien Security Agreement and recorded financing statement(s) with the appropriate offices of the Secretary of State as may be required to effect and perfect the Future Security Interest in accordance with Section 13(g), XM shall as a condition of such Advance execute the Second Lien Security Agreement and record the financing statement(s) as may be required to effect and perfect the Future Security Interest. Such Request for Advance shall be signed by an authorized officer of XM and shall indicate the amount of the requested Advance, a description of the Credit Facility Permitted Uses for which such Advance is being requested, and the date for such Advance, which shall be the date on which the Credit Facility Permitted Uses being funded by such Advance shall become due and owing (the “Funding Date”). If XM is effecting the Future Security Interest in connection with such Request for Advance, as a condition of funding the Advance, Lender shall have received a certificate of the Chief Financial Officer, the Treasurer or any Assistant Treasurer of XM, dated the date of the Advance certifying (i) that the Second Lien Security Agreement has been entered into by XM; (ii) that the necessary financing statement(s) have been recorded in the appropriate offices; (iii) that the Future Security Interest is junior only to the security interests securing the New Credit Facility and other Permitted Indebtedness; (iv) there is no Default or Event of Default under this Agreement; and (v) that XM continues to be obligated to make payments under this Agreement. Each Request for Borrowing: (a) Advance shall be furnished to the Administrative Agent no later than the Specified Time; irrevocable and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received effective only upon receipt by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofLender.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Company shall give the Administrative Agent ------------------- telephonic notice at the Agency Services Address of the date of each request for Warehousing Loans not later than1:00 P.M. (Minneapolis time) on the requested Borrowing hereunderDate, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request and each request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no Swingline Loans not later than 3:30p.m. (Minneapolis time) on the Specified Time; and (b) must specify: (i) requested Borrowing Date. On the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR LoansEffective Date, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans and Existing Working Capital Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans and Existing Working Capital Loans. 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 2:00 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 3:00 P.M. (Minneapolis time) on the Borrowing Date the total amount of the Warehousing Loans to be made by such Lender. On the Borrowing Date of requested Swingline Loans, USBNA 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 given 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 Borrower on the next succeeding Business Dayrate or rates provided in Section 2.04. No Request Each request for Borrowing Warehousing Loans or Swingline Loans shall be required deemed to be delivered 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)the representations and warranties contained in connection Section 3 hereof, in Section5 of the Pledge and Security Agreement, in Section ___ of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofthe same force and effect as if made on and as of the date of such request.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “a) Request for Borrowing”). Each request by Company to Administrative --------------------- Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing: (a") shall specify the aggregate amount of such requested Borrowing, the requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing or a CD Borrowing, the Interest Period which shall be furnished applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least three (3) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day) and at least two (2) Business Days prior to the requested borrowing date (which must be a Business Day) for a CD Borrowing. A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by Administrative Agent no later than the Specified Time; and (b) must specifyAgent. Any such Request for Borrowing shall: (i) in the amount case of such a Floating Base Borrowing; , be in the form attached hereto as Exhibit "B", (ii) in the Interest Option; case of a CD Borrowing, be in the form attached hereto as Exhibit "C" and (iii) in the case of a request for LIBOR LoansEurodollar Borrowing, be in the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowingform attached hereto as Exhibit "D". If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Each Borrowing shall be submitted by each applicable Borrower (in an aggregate principal amount of $5,000,000 or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower)any integral multiple of $1,000,000. Any Request for Borrowing received by the Administrative Agent after the Specified Time 12:00 noon (New York City time) on any Business Day shall be deemed to have been given by the applicable Borrower received on the next succeeding Business Day. No Prior to making a Request for Borrowing, Company may (without specifying whether the anticipated Borrowing shall be a Floating Base Borrowing, CD Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent CD Quoted Rate and InterBank Offered Rate available to Reference Banks. Administrative Agent shall provide such quoted rates to Company on the date of such request. Each Request for Borrowing shall be required irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the conditions to such Borrowing 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 any Bank to fund the Advance to be delivered made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in connection with any Borrowing under Section 2.8(g)(ithe manner provided herein, Administrative Agent shall promptly notify each Bank by telephone (confirmed immediately by telex, telecopy or cable), 2.9(f)telecopy, 2.12(b)telex or cable of the amount of the Borrowing and such Bank's pro rata share of such Borrowing, 3.3(c) or 3.3(d) hereofthe date on which the Borrowing is to be made, the interest option selected and, if applicable, the Interest Period selected.

Manner of Borrowing. Each Either Borrower may request an Advance by delivering to the Administrative Agent in respect of each requested Advance a written Notice of Borrowing hereunder (which may be transmitted by telecopier) or by oral notice to the Administrative Agent confirmed by a written Notice of Borrowing (which may be transmitted by telecopier), indicating thereon the amount of the Advance requested, by not later than 10:00 a.m. (Houston, Texas time) on the Business Day preceding the Business Day on which an Advance is to be made; provided, however, if such Advance is to be made as a LIBOR Base Loan, such Borrower shall give such Notice of Borrowing to the Administrative Agent by not later than 10:00 a.m. (Houston, Texas time) on the third Business Day preceding the Business Day on which an Advance is to be made. Any such Notice of Borrowing given by a Borrower shall be irrevocable. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Bank thereof. By not later than 2:00 p.m. (Houston, Texas time) on the requested Business Day of an Advance, each Bank shall make available to the Administrative Agent, at its address referred to in Section 10.3, in immediately available funds, the amount of such Bank's Advance. After (and subject to) the Administrative Agent's receipt of such funds and upon satisfaction of the applicable conditions set forth in Article III, the Administrative Agent shall make such Advance available to the requesting Borrower by transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) maintained by such Borrower at the Administrative Agent, or otherwise as directed by such Borrower. If the Administrative Agent shall receive less than all the amounts payable by the Banks in accordance with this Section 2.1, the Administrative Agent shall make available to the requesting Borrower such amount as it shall actually have received. Unless the Administrative Agent shall have been notified by any Bank prior to the date of an Advance that such Bank does not intend to make available to the Bank its portion of such Advance, the Administrative Agent may assume that each Bank has made such amount available to the Administrative Agent on the date of such Advance and the Administrative Agent may, in reliance upon such assumption, make available to the requesting Borrower a corresponding amount. If and to the extent any Bank shall not have made available its Advance to the Administrative Agent on the date of any Advance, the Administrative Agent shall notify such Bank and CBT of such Bank's failure and, if such Bank fails to make its Advance, CBT may in its sole discretion make an Advance (the "OverAdvance") to repay the Administrative Agent forthwith on demand a corresponding amount and the Bank which failed to make its Advance agrees to repay CBT forthwith on demand a corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to CBT at the interest rate applicable during such period to the Advances and the principal amount repaid by such Bank shall constitute such Bank's Advance for purposes of this Agreement. In the event any Bank fails to make available its Advance to the Administrative Agent on the date of any Advance and CBT elects not to make an OverAdvance, such Bank and the Borrowers severally agree to repay to the Administrative Agent forthwith upon demand such corresponding amount together with interest thereon for each day from the date such amount is made available by the Administrative Agent to the date such amount is repaid to the Administrative Agent at the rate applicable to such Advance. If CBT makes any Over-Advance, CBT's and such other Bank's relevant Commitments shall be temporarily increased and decreased, respectively, by the amount of the Over-Advance and any payments allocable to such other Bank shall be paid to CBT until the principal of and interest on the Over- Advance shall be paid in full. The failure of any Bank to make any Advance to be made by a single Borrower (it being understood and agreed that shall not relieve any Qualified Borrower’s Obligations other Bank of its obligation, if any, hereunder to make its Advance on the date of such Advance. No Bank shall be guaranteed responsible for the failure of any other Bank to make an Advance to be made by such Bank on the date of any such Advance. The Administrative Agent shall promptly give the Borrowers notice of any Bank's failure to make its Advance. Each request for an Advance shall be deemed a representation and warranty by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give Borrowers, binding upon each of the Administrative Agent notice at the Agency Services Address Borrowers, that all conditions precedent to such Advance under Article III are satisfied as of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in such request and as of the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount date of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofAdvance.

Manner of Borrowing. Each Subject to the provisions of this Agreement (and in particular Section 10) and provided no Default or Event of Default has occurred and is continuing (without having been cured or waived as provided herein), the Borrower may, during the Facility A Period, request a Borrowing hereunder shall be made from the Facility A Lenders and, from time to time during the Facility B Period, request Borrowings from the Facility B Lenders, as applicable, up to the amount of the Facility A Total Commitment or Facility B Total Commitment, as 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 way of a single Borrower US Prime Rate Loan, (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by i) with respect to the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give initial Borrowing, upon giving irrevocable telephone notice to the Administrative Agent notice at least by 11:00 a.m. on the Agency Services Address of requested Drawdown Date, followed by written confirmation to the date of each requested Borrowing hereunder, which notice may be Administrative Agent on the same day by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication 12:00 noon substantially in the form of Exhibit E attached hereto set forth in Schedule 3.6 (a “Request for or such other form as the Administrative Agent may approve) and (ii) with respect to any other Borrowing”). Each Request for Borrowing: (a) shall be furnished , upon giving irrevocable telephone notice to the Administrative Agent no later than at least by 12:00 noon on the Specified TimeBusiness 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 and (b) must specify: (i) if by way of a Libor Loan, upon giving irrevocable telephone notice to the amount of such Borrowing; (ii) Administrative Agent at least by 12:00 noon on the Business Day immediately preceding the relevant Interest Option; (iii) Determination Date, followed by written confirmation to the Administrative Agent on the same day substantially in the case of a request for LIBOR Loans, form set forth in Schedule 3.6 (or such other form as the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate CurrencyAdministrative Agent may approve); and (iv) 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)the terms hereof, granted the relevant Lenders shall make each such Advance available to the Secured Partiesextent that on the relevant Drawdown Date, the Aggregate Commitment remaining unadvanced and uncancelled hereunder and, as appropriate, the amount remaining unadvanced and uncancelled under the Facility A Total Commitment and/or the Facility B Total Commitment is, in and on 100% of the 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 dateeach case, then a separate Request sufficient to allow for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofBorrowing.

Manner of Borrowing. (a) Each Borrowing hereunder of Advances shall be made upon the written notice of Borrower, received by a single Borrower Lender (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 Administrative Agent notice at the Agency Services Address of i) not later than 12:00 noon three Business Days prior to the date of each requested the proposed Borrowing, in the case of LIBOR Advances; and (ii) not later than 11:00 a.m. on the date of such Borrowing, in the case of Prime Advances. Each such notice of a Borrowing hereunder, which notice may (a "Borrowing Notice") shall be by telephonetelecopy or telex, if promptly confirmed by letter, in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto I specifying therein: (a “Request for i) the date of such proposed Borrowing”). Each Request for Borrowing: (a) , which shall be furnished to the Administrative Agent no later than the Specified Time; and a Business Day; (b) must specify: (iii) the amount of such Borrowing; proposed Borrowing which, (iiA) shall not exceed the Interest Option; unused portion of the Facility A Commitment, (iiiB) 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 request for LIBOR LoansBorrowing of Prime Advances, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars be in an amount of not less than $50,000 or an Alternate Currency)integral multiple of $10,000 in excess thereof; (iii) the Type of Advances of which the Borrowing is to be comprised; and and (iv) including a confirmation 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. (b) Provided that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted all conditions precedent to the Secured Partiesmaking of such Advance have been satisfied, Lender shall on the date of such Advance (other than a Refinancing Advance) deposit the funds so requested in and on 100% the deposit account no. 1291792407 of the Unused Commitments of all InvestorsBorrower with Lender. (c) After giving effect to any Borrowing, which can there shall not be satisfied by checking the box next to such confirmation more than five different Interest Periods in a Request effect. (d) No Interest Period for Borrowing. If multiple Borrowers are requesting a Borrowing under Facility A or Facility B shall extend beyond the Facility A Termination Date or Facility B Termination Date, respectively. (e) Borrower shall indemnify Lender against any Consequential Loss incurred by Lender as a result of (i) any failure to fulfill, on or before the date specified for the Advance, the conditions to the Advance set forth herein or (ii) Borrower's requesting that an Advance not be made on the same date, then a separate Request for date specified in the Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofNotice.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing a) In order to request an Advance hereunder, which notice may be the Borrower must provide to the Agent an irrevocable written request (including by telephone, if confirmed in writing, facsimile, electronic mail, telecopier or other written communication facsimile communication) substantially in the form of Exhibit E attached hereto B, by 10:00 a.m. (Chicago time) three Business Days before the requested Borrowing Date (which must be a “Request Business Day), specifying the requested amount (the "BORROWING AMOUNT") of such Advance, which must be in a minimum amount of $1,000,000 and multiples thereof and any requested Interest Period for Borrowing”)such Advance. Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: If (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 Borrowing; Advance it is willing to make. The Agent shall transfer to the Borrower the proceeds of any Advance delivered by the applicable Conduit as described above. Following each such funding of an Advance, the Agent shall deliver to the Borrower a confirmation of the 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 hereunder, as of the date of such request, that (i) no Significant Event shall exist or result from such Advance and (ii) that the Interest Option; conditions set forth in Sections 6.2(b) and (iiic) would be satisfied if such Advance were a Committed Loan. (b) The Borrower hereby authorizes the Agent to rely upon the telephone or written instructions of any person the Agent in good faith believes is a Responsible Officer, and in all cases the Borrower shall be bound thereby in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that same manner as if 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (person were authorized or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofsignature were genuine.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “a) Request for Borrowing”). Each request by Company to Administrative Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing: (a") shall specify the aggregate amount of such requested Borrowing, the requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing, the Interest Period which shall be furnished applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least three (3) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day). A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by Administrative Agent no later than the Specified Time; and (b) must specifyAgent. Any such Request for Borrowing shall: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR LoansFloating Base Borrowing, be in the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); form attached hereto as Exhibit "B" and (ivii) including in the case of a confirmation that such Borrowing will Eurodollar Borrowing, be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to in the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowingform attached hereto as Exhibit "C". If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Each Borrowing shall be submitted by each applicable Borrower (in an aggregate principal amount of $5,000,000 or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower)any integral multiple of $1,000,000. Any Request for Borrowing received by the Administrative Agent after the Specified Time 12:00 noon (New York City time) on any Business Day shall be deemed to have been given by the applicable Borrower received on the next succeeding Business Day. No Prior to making a Request for Borrowing, Company may (without specifying whether the anticipated Borrowing shall be a Floating Base Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent InterBank Offered Rate available to Reference Banks. Administrative Agent shall provide such quoted rates to Company on the date of such request. Each Request for Borrowing shall be required irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the conditions to such Borrowing 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 any Bank to fund the Advance to be delivered made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in connection with any Borrowing under Section 2.8(g)(ithe manner provided herein, Administrative Agent shall promptly notify each Bank by telephone (confirmed immediately by telex, telecopy or cable), 2.9(f)telecopy, 2.12(b)telex or cable of the amount of the Borrowing and such Bank's pro rata share of such Borrowing, 3.3(c) or 3.3(d) hereofthe date on which the Borrowing is to be made, the interest option selected and, if applicable, the Interest Period selected.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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). 1) The applicable Borrower shall give notify the Administrative Agent notice at the Agency Services Address Lender of the date its intention to borrow hereunder by delivering a Notice of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached B hereto (a “Request for Notice of Borrowing”)) not later than 12:00 Noon New York City time on a Business Day, no more than once per week. Each Request for Borrowing: (a) Notice of Borrowing shall be furnished to the Administrative Agent no later than the Specified Time; executed by an Authorized Person and (b) must specify: shall specify (i) the amount of such Borrowing; the Loan requested and (ii) the Interest Option; information contained on Exhibit I hereto with respect to any Servicer Advances and any other Collateral securing such Loan (iii) the “Collateral Information”). In addition, the Borrower shall forward to the Lender 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 hereunder if the Servicer Advances proposed as collateral for such Loan are not, in the case Lender’s judgment, Eligible Servicer Advances. (2) In connection with each Notice of Borrowing, if, as of the date of the requested Loan, all of the conditions to the making of a request for LIBOR LoansLoan set forth in Section 8 have been met, the Interest Period therefor Lender shall, within three (3) Business Days after receipt of such Notice of Borrowing and currency 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 (which taking into account the Loan to be made on such date) shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); not exceed the lesser of (i) the Collateral Value of the Collateral securing such Loans and (ivii) including the Facility Amount. (3) With respect to a confirmation 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 Borrowing Servicer Advance will be secured (either directly recoverable from collections on the related Mortgage Loan or indirectly) by from general collections on a first prioritypriority basis; provided, exclusive security interest that such officer’s certificate shall include, at a minimum, the date and Lien 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. (subject 4) Concurrently with the financing of any Servicer Advance which occurs prior to Permitted Liensthe Servicing System Update, the Borrower shall deliver an acknowledgement letter to the Trustee in the form of Exhibit G-1 hereto (an “Acknowledgment Letter”), granted 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 Secured Partiesaccount 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 on 100% 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 Unused Commitments Trustee, to the Borrower any amounts paid to the Lender which exceed the amount due the Lender in respect of all InvestorsServicer Advances, which can be satisfied by checking together with interest thereon at the box next Interest Rate or the Default Rate, as applicable. 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 to such confirmation cause the direct remittance of reimbursements of Servicer Advances to a segregated account in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same datename of the Lender, then a separate Request for Borrowing shall be submitted by each applicable the Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered deliver an Acknowledgment Letter to the Trustee as described in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(cclause (4) or 3.3(d) hereofabove.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 Company shall give the Administrative Agent ------------------- telephonic notice at the Agency Services Address of the date of each request for Warehousing Loans not later than 1:00 P.M. (Minneapolis time) on the requested Borrowing hereunderDate, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request and each request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no Swingline Loans not later than 3:30 p.m. (Minneapolis time) on the Specified Time; and (b) must specify: (i) requested Borrowing Date. On the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR LoansEffective Date, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time Company shall be deemed to have requested Warehousing Loans in an amount equal to the 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 Warehousing Loans to be made by such Lender. On the Borrowing Date of requested Swingline Loans, 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 given 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 Borrower on the next succeeding Business Dayrate or rates provided in Section 2.04. No Request Each request for Borrowing Warehousing Loans or Swingline Loans shall be required deemed to be delivered 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) the representations and warranties contained in connection Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofthe same force and effect as if made on and as of the date of such request.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (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 NCMC shall give the Administrative Agent telephonic notice at the Agency Services Address of the date of each request for Warehousing Loans not later than 1:00 P.M. (Minneapolis time) on the requested Borrowing hereunderDate, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request and each request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no Swingline Loans not later than the Specified Time; and 3:30 p.m. (bMinneapolis time) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) 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 Secured Parties, in and on 100% of the 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 daterequested Borrowing Date. On the Effective Date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time NCMC shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans. 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 Balance Funded Rate Advances, Prime Rate Advances or Eurodollar Advances; PROVIDED, that any portion of a Loan not so designated shall be funded as a Eurodollar Advance. NCMC 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 2:00 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from NCMC, of such Lender's Pro Rata Share of the Warehousing Loans requested and whether such Lender's Warehousing Loans are to be funded as Balance Funded Rate Advances, Prime Rate Advances or Eurodollar Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 3:00 P.M. (Minneapolis time) on the Borrowing Date the total amount of the Warehousing Loans to be made by such Lender. On the Borrowing Date of requested Swingline Loans, USBNA 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 NCMC on suc h 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 NCMC 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 given so made available by the Agent to NCMC 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 Borrowers and the Borrowers shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable Borrower on the next succeeding Business Dayrate or rates provided in Section 2.04. No Request Each request for Borrowing Warehousing Loans or Swingline Loans shall be required deemed to be delivered a representation by NCMC that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Warehousing Loans or Swingline Loans and (ii) the representations and warranties contained in connection Section 3 hereof, in Section 5 of the Pledge and Security Agreement, in Section 4 of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofthe same force and effect as if made on and as of the date of such request.

Manner of Borrowing. Each Borrowing hereunder (a) Borrowers have requested that, as a convenience to each of them, all requests for Revolving Advances and the extension of any other financial accommodations to either of them under this Agreement shall be made only by Borrower TACT, acting in its capacity as agent for both Borrowers. (b) In furtherance of the foregoing, Borrowers hereby direct, and Lender hereby agrees, that the making of Revolving Advances and the extension of any other financial accommodations extended to either Borrower under this Agreement shall be made by a single Borrower TACT, acting in its capacity as agent as aforesaid. (it being understood c) Borrowers further authorize Borrower TACT, acting in its capacity as agent as aforesaid, to designate any Revolving Advance received hereunder and agreed that any Qualified Borrower’s Obligations shall be guaranteed by other financial accommodation extended hereunder as having been made, issued or extended for the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address account of the date Borrower designated by Borrower TACT. (d) In the absence of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of any such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loansdesignation, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing request will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the 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 submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given made on behalf of Borrower TACT for itself. (e) Notwithstanding Borrower TACT's designation (or lack of a designation) as it relates to any such Revolving Advance or any such other financial accommodation as having been made or extended for the account of a designated Borrower, Lender may in addition to charging a specific loan account of the designated Borrower also charge the joint and several Revolving Loan account of both Borrowers. (f) The authority of Borrower TACT, acting in its capacity as agent as aforesaid, to so request Revolving 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 both Borrowers as to the termination of such authority, which notice must be signed by the applicable Borrower respective President of each Borrower, and which notice must be binding on the next succeeding Business Day. No Request for Borrowing both Borrowers and shall be required effective only as to Revolving 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 Agreement that each entity named as Borrower shall be delivered in connection with considered individually and collectively as a "Borrower" hereunder regardless whether any Borrowing under Section 2.8(g)(i)such entity actually receives the proceeds of the Revolving Loan or any Revolving Advances made thereunder or any financial accommodation provided hereunder and regardless which entity is the source of any Collateral, 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofit being further intended that each entity named as "Borrower" is and shall be jointly and severally liable as a "Borrower" for the payment of all Obligations.