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). 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 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 Unless otherwise agreed to by ------------------- Lender, each Revolving 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 a single on notice from Borrower to Lender 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 Revolving Loan. Each such notice of a requested Borrowing hereunder, which notice may Revolving 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 Revolving Loan and certifying that (a) there is no Default or Event of Default under this Agreement and (b) the total amount of all the outstanding Revolving Loans does not exceed the Maximum Amount of Revolving Loans (a “"Request for Borrowing”Revolving Loan"). The information set forth in such Request for Revolving Loan shall be conclusive against Borrower (but not against Lender). Each Request for Borrowing: (a) Revolving Loan by Borrower hereunder shall be furnished deemed a representation by Borrower to Lender that the conditions to such Revolving Loan set forth in Section 8 hereof have been satisfied. Not later than 3:00 p.m. New York City time on the date such Revolving Loan is requested to be made and upon fulfillment of the applicable conditions set forth in this Agreement to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) satisfaction of Lender, Lender will make such Revolving Loan available to Borrower by wire transfer of the amount of such Borrowing; Revolving Loan to Borrower's account at The Industrial Bank of Japan, Limited, New York Branch (iiAccount No. 2051-14033, Attention: Xx. Xxxxxx Biereder) 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 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 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 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 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 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 Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by a) For each requested Loan other than an Overnight Loan, the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address a Notice of Borrowing specifying the date of each a requested borrowing and the amount thereof. The Borrower may give a written or oral Notice of Borrowing hereunder, which notice may on the same day it wishes a Loan to be made if said Notice of Borrowing is received 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 10:00 a.m. (Seattle time) on the Specified Time; and date of the requested borrowing, provided that if the Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than the Prime Rate by giving an Interest Rate Notice (bas defined in Section 2.5(c)(1)) must specify: (i) the amount in respect of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loansborrowing, 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% 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 by each applicable Borrower given prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the requested date of borrowing. Requests for borrowing, or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing confirmations thereof, received by the Administrative Agent after the Specified Time shall designated hour will be deemed to have been given by the applicable Borrower received 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 the Borrower that as of the date of such notice the statements set forth in Article 6 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender by telephone, telex or facsimile of the date of the requested borrowing and the amount thereof. Each Lender shall before 12:00 noon (Seattle time) on the date of the requested borrowing, pay such Lender's pro rata share of the aggregate principal amount of the requested borrowing in immediately available funds to the Agent at its Commercial Loan Processing Center, Seattle, Washington. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article 5, and after receipt by the Agent of such funds, the Agent will promptly make such funds available to the Borrower at Borrower's general checking account maintained at the Main Branch of U.S. Bank in Portland, Oregon or at such other place as may be designated by Borrower in a writing delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofto Agent.

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 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.