Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. The Borrower shall give the Agent written or telephonic prior irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (i) on the date at least three (3) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. The Borrower Company shall give the Agent written or telephonic prior notice to the Administrative Agent (which notice shall be irrevocable notice (a "Borrowing Notice"once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m., Chicago, Illinois a.m. (Chicago time, (i) on the date at least three (3) Business Days prior the Company requests that any Borrowing of Loans be made to it under the date Commitments, and the Administrative Agent shall promptly notify the relevant Lenders of the Administrative Agent's receipt of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loanssuch notice. Each such notice shall specify the date of Borrowing, the Borrowing of Loans requested (which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans Day and which date shall be at least three (3) Business Days subsequent to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bankany Borrowing of Loans constituting a LIBOR Portion), if it relates to Revolving Credit Loan Borrowings constituting Prime Rate the amount of such Borrowing and the Commitments being utilized. Except in the case of Swing Loans, may be made before or after Northern has funded its 50% portion each Borrowing of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent Loans shall give notice to the Borrower and to the Lenders initially constitute part of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, 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 either a reborrowingan Authorized Representative without the necessity of independent investigation and, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event any telephonic notice conflicts with the Borrower fails to give written confirmation, such telephonic notice pursuant to this Section 4.2 of shall govern if the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Administrative Agent by 11:00 a.m. and/or Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the day date specified for any Borrowing of Loans to be made hereunder, each relevant Lender shall make the proceeds of its Loan comprising part of such Borrowing matures or 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 relevant Lender of its pro rata share of such reimbursement obligation becomes due 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 it intends such Lender does not intend to repay make its pro rata share of such Borrowing or such reimbursement obligation with funds not borrowed hereunderavailable to the Administrative Agent, the Borrower 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 deemed entitled to have requested 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 Borrowing of Prime 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 Fed Funds Rate Loans on for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount of is received by the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may beAdministrative Agent from such Lender, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by Base Rate plus the Borrower on Applicable Margin in effect for each such day for the last day Base Rate Portion of the Interest Period applicable theretoRevolving Credit Loans.

Manner of Borrowing. (a) The Borrower shall give the Agent written or telephonic prior irrevocable Bank notice (which shall be irrevocable) no later than 2:00 p.m. (California time) on the third Business Day before the requested date for the making of any Loan (such third Business Day being called the “Notification Date”). Each such notice of borrowing shall be in the form of Schedule 1.02 and shall specify (a) the requested date for the making of the requested Loan, which shall be a "Borrowing Notice"Business Day, (b) by 11:00 a.m.the account to which proceeds of the Loan will be remitted, Chicago(c) the Maturity Date for such Loan requested pursuant to Section 1.04, Illinois timeand (d) the amount of such Loan, the Dollar Equivalent of which (determined as of the Notification Date) shall not be less than $5,000,000 (unless the requested Loan is for the entire undrawn amount of the Commitment then available for borrowing hereunder). Not later than the second Business Day before the requested date for the making of such Loan, the Bank will determine the Dollar Equivalent of the amount of the requested Loan as of the Notification Date, and notify the Borrower if (i) the requested amount of the Loan would exceed the undrawn Commitment (determined as of the Notification Date, but assuming that all other Loans which are scheduled to mature on or prior to the date at least three requested for the making of such Loan will be duly repaid), whereupon the amount of the requested Loan will be reduced to the undrawn Commitment, and (3ii) Business Days the Bank is unable to accept the Borrower’s requested Maturity Date due to its inability to obtain funding for the relevant maturity on commercially reasonable terms, whereupon the Maturity Date of the Loan will be such date as may be determined by the Bank. (b) Each Loan so requested shall be disbursed by the Bank not later than the requested date therefor (Tokyo time) in Yen in funds immediately available to the Borrower by credit to an account of the Borrower as shall have been specified in the applicable notice of borrowing and as shall be acceptable to the Bank; provided that the Borrower hereby irrevocably directs the Bank to apply the proceed of any Loan to any amounts then due hereunder (including any unpaid principal amount of and interest accrued on any other Loan maturing on or prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion disbursement of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto).

Manner of Borrowing. The For each requested Loan, the Borrower shall give the Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or telephonic prior irrevocable notice oral Notice of Borrowing on the same day it wishes any Reference Rate Loan to be made if said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois Seattle time, (i) on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article VI are true and correct in all material respects 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 of LIBOR Loans borrowing and the amount thereof. Each Lender shall before 12:00 noon (iiSeattle time) on the date of any the requested Borrowing borrowing, pay such Lender's Pro Rata Share of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate principal amount of the requested Borrowingborrowing in immediately available funds to the Agent at 1420 Fifth Avenue, Seattle, Washington 98101. Upon fulfillxxxx xx xxx Xxxxx'x xxxxxxxxxxxx xx xxx xxxxicable conditions set forth in Article V, and after receipt by the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loansfunds, the Agent shall give notice will either (a) promptly make such funds available to the Borrower and at a general checking account maintained by the Borrower at the Agent, or at such other place as may be designated by the Borrower in a writing delivered to the Lenders of Agent; (b) if requested by the interest rate applicable thereto promptly after the Agent has made Borrower in writing to do so, will apply such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to funds against the Borrower's accountobligations to make payments of interest accruing under this Agreement, except the Note or any other Loan Document; or (c) at the Agent's election, apply such proceeds to the extent such Borrowing is either a reborrowing, in whole or in part, satisfaction of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders Borrower's obligations arising under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto3.4.

Manner of Borrowing. (a) The Borrower shall give the Agent written or telephonic prior irrevocable notice (a "Borrowing Notice"which shall be irrevocable) by 11:00 a.m., Chicago, Illinois time, (i) no later than 10:00 a.m. on the date at least three (3) third Eurodollar Business Days prior to Day before the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate LoansDelivery Date. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the date of Borrowingthe Delivery Date, which must shall be a Eurodollar Business Day, (iii) the Type of Eurodollar Rate Loan or Fixed Rate Loan requested and (iv) the amount of such requested Loan, the aggregate amount of which Loan requested shall be not more than the requested Borrowinglesser of $[***] and the maximum amount that can then be borrowed under the Commitments, as applicable. Upon receipt of any such notice, the type Agent shall promptly notify each Lender of Loans to comprise such Borrowing and, if such Borrowing is the contents thereof and of the amount and Type of each Loan to be comprised of LIBOR Loansmade by such Lender on the Delivery Date. [***] Represents material that has been omitted and filed separately with the Securities and Exchange Commission under a Confidental Treatment Request. (b) Not later than 11:00 a.m. on each Delivery Date, each Lender shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Interest Period applicable theretoTerm Loan to be made by such Lender on such date. Any Lender's failure to make any Term Loan to be made by it on the Delivery Date shall not relieve any other Lender of its obligation to make any Term Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date obligations of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR LoansTerm Loans hereunder are several and not joint. (c) Unless the Agent shall have received notice from a Lender prior to 10:00 a.m. on the Delivery Date for the making of any Term Loan that such Lender will not make available to the Agent the Term Loan requested to be made by such Lender on such date, the Agent shall give notice may assume that such Lender has made such Term Loan available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date Delivery Date a corresponding amount on behalf of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except such Lender. If and to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record not have so made available to the Agent the Term Loan requested to be made by it as such Lender and the Agent shall have so made available to the Borrower a part corresponding amount on behalf of such Refunding Borrowing or L/C Refinancing BorrowingLender, as the case may besuch Lender shall, on its books or records or on a schedule demand, pay to the appropriate NoteAgent such corresponding amount together with interest thereon, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such for each day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement date such amount shall be have been so made on a pro rata basis available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Eurodollar Rate until (and including) the third Business Day after demand is made and thereafter at the applicable rate of their respective Commitment - Revolving Credit interest provided in Section 1.03(a). If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent may notify the Borrower and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made immediately repay such corresponding amount to the Lenders pro rata Agent together with accrued interest thereon at the applicable rate of interest provided in Section 1.03(a). (d) Subject to the terms and conditions hereof, all Term Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent on the basis Delivery Date in Dollars in funds immediately available by credit to an account of AVSA; provided that, if the aggregate amount of such Term Loans made available on such Delivery Date is greater than the balance of the respective amounts of purchase price owing to AVSA, the Loans outstanding immediately prior excess will be paid directly to such payment or prepayment. In the event the Borrower fails to give or its order or in such other manner as may have been specified in the applicable notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower as shall be deemed acceptable to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretoAgent.

Manner of Borrowing. The Borrower Company shall give the Agent written or telephonic prior notice to the Agent (which notice shall be irrevocable notice (a "Borrowing Notice"once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m., Chicago, Illinois a.m. (Chicago time, (i) on the date at least three (3) Business Days prior the Company requests that any Borrowing of Loans be made to it under the date Commitments, and the Agent shall promptly notify each Bank of the Agent's receipt of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loanssuch notice. Each such notice shall specify the date of Borrowing, the Borrowing of Loans requested (which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans and which date shall be (x) at least two (2) Business Days subsequent to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before any Borrowing of Loans aggregating more than $25,000,000 (excluding any continuations or after Northern has funded its 50% portion conversions of such requested LoansBorrowings) and, if such notice requests the Lenders and (y) at least three (3) Business Days subsequent to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of such notice in the case of any Borrowing of any Revolving Credit Loan, Loans constituting a LIBOR Portion) and the amount of such Borrowing. Each Borrowing of Loans shall each remit 50% initially constitute part of any requested Revolving Credit Loan to the Borrower's account, 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 either a reborrowingan Authorized Representative without the necessity of independent investigation and, in whole or the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Banks have acted in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, reliance thereon. The Banks undertake to endeavor in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or good faith to honor on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such same day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by requests received later than 11:00 a.m. (Chicago time) but shall incur no liability to the 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. (Chicago time) on the day 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 matures or 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 reimbursement obligation becomes due Borrowing. Unless the Agent shall have been notified by a Bank prior to 1:00 (Chicago time) on the date a Borrowing is to be made hereunder that it intends such Bank does not intend to repay make its pro rata share of such Borrowing or such reimbursement obligation with funds not borrowed hereunderavailable to the Agent, the Borrower 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 deemed entitled to have requested 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 Borrowing of Prime 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 Loans on for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount of is received by the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may beAgent from such Bank, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretoBase Rate in effect for each such day.

Manner of Borrowing. (i) The Borrower Company shall give the Agent written ------------------- (a) at least two (2) Business Days' irrevocable telephonic notice of each Prime Loan or telephonic CD Loan (whether representing an additional borrowing hereunder or a conversion of borrowings hereunder pursuant to Section 2.10 hereof) prior irrevocable notice to 10:00 A.M. Charlotte, North Carolina time; and (a "Borrowing Notice"b) by 11:00 a.m., Chicago, Illinois time, (i) on the date at least three (3) LIBOR Business Days Days' irrevocable telephonic notice of each LIBOR Loan (whether representing an additional borrowing hereunder or a conversion of borrowing pursuant to Section 2.10 hereof) prior to 10:00 A.M. Charlotte, North Carolina time. Each such Borrowing Notice, which shall promptly be effective upon receipt by the Agent, shall specify the amount of the borrowing, the type (Prime, CD or LIBOR) of Loan or Loans, the date of each requested Borrowing borrowing and the Interest Period to be used in the computation of interest in respect of a CD Loan or LIBOR Loans and (ii) on Loan. The Company shall promptly provide the date Agent written confirmation of any requested Borrowing of Prime Rate Loans. Each such telephonic notice in the form attached hereto as Exhibit 3 with appropriate insertions but --------- failure to provide such notice shall specify not affect the date validity of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable theretotelephonic notice. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date Notice of receipt of such Borrowing Notice shall be provided by the foregoing notice (which Agent to each Bank by telephone or telefacsimile not later than 12:30 P.M. on the same day as Agent's receipt of such notice in the case city in which the Lending Office of LaSalle Bankeach such Bank is located. The Agent shall provide each Bank a copy of the written confirmation of the Company in the form attached hereto as Exhibit 3 --------- with appropriate insertions but failure to provide such notice shall not affect the validity of such telephonic notice. (ii) Not later than 2:00 P.M., if it relates Charlotte, North Carolina time on the date specified for each borrowing hereunder, each Bank shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Revolving Credit Loan Borrowings constituting Prime Rate Loans, may or Revolving Credit Loans to be made before by it on such day available at the Principal Office of the Agent, by depositing or after Northern has funded transferring the proceeds thereof in immediately available funds at the Principal Office. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement be made available to the Company by depositing the proceeds thereof in immediately available funds, in an account of the Company designated by the Company and maintained with the Agent at its 50% portion Principal Office or such other office agreed to by the Agent. (iii) Notwithstanding the foregoing, if a drawing is made under any Letter of Credit prior to the Revolving Credit Termination Date and the Company shall not immediately reimburse NationsBank for the amount of such requested Loans) anddraw or payment, if then notice of such notice requests drawing or payment shall be provided promptly by NationsBank to the Lenders to make LIBOR Loans, Agent and the Agent shall give provide notice to each Bank by telephone or telefacsimile. If notice to the Borrower and to Banks of a drawing under any Letter of Credit is given by the Lenders Agent at or before 12:00 noon Charlotte, North Carolina time on any Business Day, provided that no event of the interest rate applicable thereto promptly after type specified in Sections 9.07, 9.08 or 9.09 has occurred and is continuing the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank Company shall be deemed to have funded its 50% share requested, and each Bank shall, pursuant to the conditions of such Revolving Credit this Agreement, make a Prime Loan and the obligation to remit to Northern on such day its 50% of under the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from Facility in the Lenders under this Agreement shall be made on a pro rata basis amount of their respective such Bank's Applicable Commitment - Revolving Credit and Commitment - Term Loan. Each Percentage of such drawing or payment and prepayment made shall pay such amount to the Agent for the account of NationsBank at the Principal Office in Dollars and in immediately available funds before 2:30 P.M. Charlotte, North Carolina time on the same Business Day. If notice to the Banks is given by the Borrower shall be made to the Lenders pro rata Agent after 12:00 noon Charlotte, North Carolina time on the basis any Business Day, provided that no event of the respective amounts of type specified in Sections 9.07, 9.08 or 9.09 has occurred and is continuing the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower Company shall be deemed to have requested requested, and each Bank shall, pursuant to the terms and subject to the conditions of this Agreement, make a Borrowing of Prime Rate Loans on such day Loan under the Revolving Credit Facility in the amount of such Bank's Applicable Commitment Percentage of such drawing or payment and shall pay such amount to the maturing Borrowing or Agent for the account of NationsBank at the reimbursement obligation then duePrincipal Office in Dollars and in immediately available funds before 12:00 noon Charlotte, which new Borrowing shall be applied to pay, as North Carolina time on the case may be, the maturing Borrowing or reimbursement obligation then duenext following Business Day. Each LIBOR Such Prime Loan shall mature continue unless and become due and payable by until the Borrower on Company converts such Prime Loan in accordance with the last day terms of the Interest Period applicable theretoSection 2.10 hereof. If an event described in Section 9.07, 9.08 or 9.09 has occurred, each Bank shall promptly purchase from NationsBank a Participation equal to its Applicable Commitment Percentage of any drawing under a Letter of Credit.

Manner of Borrowing. The 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 on notice from Borrower shall give the Agent written or telephonic prior irrevocable notice to Lender given not later than 12:00 (a "Borrowing Notice"noon) by 11:00 a.m., Chicago, Illinois time, New York City time two (i) on the date at least three (32) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loansproposed Revolving Loan. Each such notice of a requested Revolving Loan shall specify be by telephone, confirmed immediately by the delivery by hand or facsimile to Lender of a Request for Loan, in the form annexed hereto as Exhibit C, properly completed, specifying therein the requested date of Borrowing, (which must be a Business Day, the aggregate ) and amount of such Revolving Loan and certifying that (a) there is no Default or Event of Default under this Agreement and (b) the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal total amount of a maturing Borrowing all the outstanding Revolving Loans does not exceed the Maximum Amount of Revolving Loans (a "Refunding BorrowingRequest for Revolving Loan") or an L/C Refinancing Borrowing, ). The information set forth in which case each Lender such Request for Revolving Loan shall record the be conclusive against Borrower (but not against Lender). Each Request for Revolving Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank Borrower hereunder shall be deemed a representation by Borrower to Lender that the conditions to such Revolving Loan set forth in Section 8 hereof have funded its 50% share 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 satisfaction of Lender, Lender will make such Revolving Loan available to Borrower by wire transfer of the amount of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% Borrower's account at The Industrial Bank of the Revolving Credit Loan shall be absolute and irrevocableJapan, Limited, New York Branch (Account No. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan2051-14033, Attention: Xx. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior Xxxxxx Biereder) or to such payment or prepayment. In the event the other account as Borrower fails may from time to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretotime designate.

Manner of Borrowing. The (a) For each requested Loan other than an Overnight Loan, the Borrower shall give the Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. The Borrower may give a written or telephonic prior irrevocable notice oral Notice of Borrowing on the same day it wishes a Loan to be made if said Notice of Borrowing is received by the Agent no later than 10:00 a.m. (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois Seattle time, (i) on the date of the requested borrowing, provided that if the Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than the Prime Rate by giving an Interest Rate Notice (as defined in Section 2.5(c)(1)) in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be 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 of LIBOR Loans borrowing and the amount thereof. Each Lender shall before 12:00 noon (iiSeattle time) on the date of any the requested Borrowing borrowing, pay such Lender's pro rata share of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate principal amount of the requested Borrowingborrowing 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 type Agent will promptly make such funds available to the Borrower at Borrower's general checking account maintained at the Main Branch of Loans U.S. Bank in Portland, Oregon or at such other place as may be designated by Borrower in a writing delivered to comprise such Agent. (b) For each requested Overnight Loan, the Borrower shall give U.S. Bank a Notice of Borrowing and, specifying the date of the requested borrowing and the amount thereof. The Borrower may give a written or oral Notice of Borrowing on the same day it wishes an Overnight Loan to be made if such said Notice of Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or received by telephone by 12:00 noon U.S. Bank not later than 10:00 a.m. (Portland time) on the date of receipt the requested borrowing provided, that, any Notice of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may Borrowing given orally shall be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to confirmed by the Borrower and in a writing delivered to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, U.S. Bank not later than 1:00 p.m. (Portland time) on the date such oral notice is given. Requests for borrowing or confirmations thereof received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, be irrevocable and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan constitute a representation and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made 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. Upon fulfillment to U.S. Bank's satisfaction of the applicable conditions set forth in Article 5, U.S. Bank will promptly make such funds available to the Borrower at Borrower's general checking account maintained at the Main Branch of U.S. Bank in Portland, Oregon or at such other place as may designated by Borrower in a writing delivered to U.S. Bank. Promptly upon request, U.S. Bank shall be provide Agent with information regarding Overnight Loans made to Borrower, including without limitation information regarding the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the date, amount, interest rate, and payments made by Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount in respect of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretoLoans.

Manner of Borrowing. The Borrower Company shall give the Agent written or telephonic prior irrevocable notice (a "duly completed Notice of Borrowing Notice") by 11:00 a.m.not later than 3:00 p.m., Chicago, Illinois New York City time, (i) on the date at least three (3) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% Base Rate Loan and at least one Business Day prior to the date of Borrowing of any requested Revolving Credit Eurodollar Rate Loan. Each such Notice of Borrowing shall be irrevocable and shall specify: (i) the amount of such Borrowing, which in the case of a Base Rate Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, shall be in whole or in part, of the principal amount of $100,000 or a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, multiple thereof and in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on of a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Eurodollar Rate Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of in the principal amount of not less than $250,000 or any maturing greater amount which is an integral multiple thereof; (ii) the date of such Borrowing, which shall be a Business Day; and (iii) whether the Loan comprising such Borrowing is to be a Base Rate Loan or of a Borrowing to refinance Eurodollar Rate Loan; and if a reimbursement obligation Eurodollar Rate Loan, the initial Interest Period with respect to a Letter of Credit (an "L/C Refinancing such Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new . Each Borrowing shall be applied made ratably from the Lenders in proportion to pay, each Lender's Percentage of the Total Commitment. Upon receipt by the Agent of a Notice of Borrowing as the case may beaforesaid, the maturing Borrowing Agent shall promptly advise each Lender of the details thereof. There shall be no more than three Interest Periods relating to Eurodollar Rate Loans. Notwithstanding the foregoing, Eurodollar Rate Loans shall not be available to the Company during any period when (a) the Debt Coverage Ratio (as computed pursuant to Section 7.11 hereof) is greater than 1.5 to 1 or reimbursement obligation then due. Each LIBOR Loan shall mature (b) the Fixed Charge Coverage Ratio is less than 4.0 to 1, and become due and payable any Borrowings requested by the Borrower on Company during any such period shall constitute Base Rate Loans, irrespective of whether the last day Company shall have requested treatment of such Borrowings as Eurodollar Rate Loans. (o) The following is added to Section 2.7 of the Interest Period applicable thereto.Existing Credit Agreement:

Manner of Borrowing. The Borrower shall give the Agent irrevocable written or telephonic prior irrevocable notice (a "“Borrowing Notice"”) by 11:00 a.m., Chicago, Illinois time, (ia) on the date at least three two (32) Business Days prior to the date of each requested Borrowing of LIBOR Loans Loans, and (iib) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle BankFifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern LaSalle has funded its 50% portion Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% their Pro Rata Share of any requested Revolving Credit Loan to the Borrower's account’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing an outstanding Borrowing of Loans (a "“Refunding Borrowing"”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern LaSalle has made a Revolving Credit Loan, LaSalle Bank Fifth Third shall be deemed to have funded fund its 50% share Pro Rata Share of such Revolving Credit Loan and the obligation to remit to Northern LaSalle on such day its 50% Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing Borrowing from the Lenders under this Agreement shall be made on a pro rata basis in accordance with each Lender’s Pro Rata Share of their respective the Commitment - Revolving Credit and Commitment - Term LoanCredit. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In Unless Borrower notifies the event Agent to the Borrower fails to give notice pursuant to this Section 4.2 of contrary, upon the reborrowing of the principal amount expiration of any maturing Borrowing or of Interest Period for a Borrowing to refinance a reimbursement obligation with respect LIBOR Loan, such LIBOR Loan shall automatically convert to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then dueLoan. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. The Borrower shall give the Agent Northern written or telephonic prior irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (i) on the date at least three (3) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent Northern will then notify the Lenders LaSalle Bank in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of to LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders Lender to make LIBOR Loans, the Agent Northern shall give notice to the Borrower and to the Lenders LaSalle Bank of the interest rate applicable thereto promptly after the Agent Northern has made such determination. The LendersLaSalle Bank, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent Northern by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. The Borrower Company shall give notify the Agent written or telephonic prior irrevocable notice Bank (a "Borrowing Notice"i) by 11:00 a.m., Chicago, Illinois 1:30 p.m. (Chicago time, (i) on the date any Domestic Rate Loan is to be made, (ii) by 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the date upon which the Company requests that any Eurodollar Rate Loan be made or that any part of each requested Borrowing the Domestic Rate Loan or any part of LIBOR Loans an Offered Rate Portion be converted into a Eurodollar Rate Loan and (iiiii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on at least one (1) Business Day prior to the day date upon which the Company requests that any Offered Rate Loan be made or that any part of the Domestic Rate Loan or any part of a Eurodollar Rate Loan be converted into an Offered Rate Loan (each such Borrowing matures or such reimbursement obligation becomes due that it intends notice to repay such Borrowing or such reimbursement obligation with funds not borrowed specify in each instance the amount thereof and the Interest Period selected therefor). If any request is made to convert a Fixed Rate Loan into another type of loan available hereunder, the Borrower such conversion shall only be deemed made so as to have requested a Borrowing become effective as of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto. All requests for the creation, continuance and conversion of loans under this Agreement shall be irrevocable. Such requests may be written or oral and the Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be an authorized representative of the Company without the need of independent investigation, the Company hereby indemnifying the Bank from any liability or loss ensuing from so acting. The proceeds of each loan made under the Revolving Credit shall be made available to the Company be being deposited in its account with the Bank or to such other account as the Company may direct in writing at the time a loan is requested as provided in this SECTION 1.4; PROVIDED, HOWEVER, that if prior to the time the Bank has disbursed the proceeds of such loan an Event of Default or Potential Default shall have occurred, the Bank shall not be required to disburse such loan." 1.4 Section 2.2 of the Credit Agreement shall be amended by deleting the last sentence thereof and substituting therefor the following: "The Company may not prepay any Fixed Rate Loan. Unless the Company directs otherwise, principal payments shall first be applied to Domestic Rate Loans until payment in full thereof, with any balance applied to the Fixed Rate Loans in the order in which their Interest Periods expire." 1.5 The definition of the term "Eligible Receivables" appearing in Section 4.1 of the Credit Agreement shall be amended by replacing subsection (d) thereof with the following:

Manner of Borrowing. The Borrower may request Revolving Credit Loans upon the delivery to the Administrative Agent of an Effective Date Borrowing Notice, as provided in Section 2.2(a) hereof. In addition, the Borrower may request Revolving Credit Loans by delivering to the Administrative Agent a written Notice of Borrowing (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 aggregate amount of the Revolving Credit Loans requested, by not later than 10:00 a.m. (Houston, Texas time) on the Business Day preceding the Business Day on which a borrowing is to be made; provided, however, if such borrowing is to be made as a LIBOR Base Loan, the Borrower shall give such Notice of Borrowing to the Administrative Agent written or telephonic prior irrevocable notice by not later than 10:00 a.m. (a "Borrowing Notice") by 11:00 a.m.Houston, Chicago, Illinois Texas time, (i) on the date third Business Day preceding the Business Day on which the borrowing is to be made. Any such Notice of Borrowing given by the 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 a Borrowing, each Bank shall make available to the Administrative Agent, at least three its address referred to in Section 10.3, in immediately available funds, the amount of such Bank's Revolving Credit Loan. After (3and subject to) Business Days 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 Revolving Credit Loans available to the Borrower by transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) maintained by the Borrower at the Administrative Agent, or otherwise as directed by the 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 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 a Borrowing that such Bank does not intend to make available to the Bank its Revolving Credit Loan, the Administrative Agent may assume that each requested Bank has made such amount available to the Administrative Agent on the date of such Borrowing of LIBOR Loans and (ii) the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent any Bank shall not have made available its Revolving Credit Loan to the Administrative Agent on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type Administrative Agent shall notify such Bank and JPMorgan Chase Bank of Loans to comprise such Borrowing Bank's failure and, if such Borrowing is Bank fails to be comprised of LIBOR Loansmake its Revolving Credit Loan, JPMorgan Chase Bank may in its sole discretion make an advance (the Interest Period applicable thereto. The "Over-Advance") to repay the Administrative Agent will then notify forthwith on demand a corresponding amount and the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (Bank which such notice in the case of LaSalle Bank, if it relates failed to make its Revolving Credit Loan Borrowings constituting Prime Rate Loansagrees to repay JPMorgan Chase Bank forthwith on demand a corresponding amount together with interest thereon, may be for each day from the date such amount is made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice available to the Borrower and until the date such amount is repaid to the Lenders of JPMorgan Chase Bank at the interest rate applicable thereto promptly after during such period to the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, Loans and the principal amount repaid by such Bank shall each remit 50% constitute such Bank's Revolving Credit Loan for purposes of this Agreement. In the event any requested Bank fails to make available its Revolving Credit Loan to the Borrower's accountAdministrative Agent on the date of any Borrowing and JPMorgan Chase Bank elects not to make an Over-Advance, except each of such Bank and the Borrower agrees to repay to the extent Administrative Agent forthwith upon demand such Borrowing corresponding amount together with interest thereon for each day from the date such amount is either a reborrowingmade available by the Administrative Agent to the date such amount is repaid to the Administrative Agent at the rate applicable to such Revolving Credit Loan. If JPMorgan Chase Bank makes any Over-Advance, in whole or in partJPMorgan Chase Bank's and such other Bank's relevant Revolving Credit 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 JPMorgan Chase Bank until the principal amount of a maturing Borrowing and interest on the Over-Advance shall be paid in full. The failure of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the any Bank to make any Revolving Credit Loan to be made by it as a part shall not relieve any other Bank of its obligation, if any, hereunder to make its Revolving Credit Loan on the date of such Refunding Borrowing or L/C Refinancing Borrowing, as . No Bank shall be responsible for the case may be, on its books or records or on a schedule failure of any other Bank to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made make a Revolving Credit Loan to be made by such Bank on the date of any such Borrowing. The Administrative Agent shall promptly give the Borrower notice of any Bank's failure to make its Revolving Credit Loan, LaSalle Bank . Each request for Revolving Credit Loans shall be deemed a representation and warranty by the Borrower, binding upon the Borrower, that all conditions precedent to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% under Article III are satisfied as of the Revolving Credit Loan shall be absolute date of such request and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis as of the respective amounts date of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. The For each requested Loan, the Borrower shall give the Agent a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or telephonic prior irrevocable notice oral Notice of Borrowing on the same day it wishes any Reference Rate Loan to be made if said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois Seattle time, (i) on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article VI are true and correct in all material respects 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 of LIBOR Loans borrowing and the amount thereof. Each Lender shall before 12:00 noon (iiSeattle time) on the date of any the requested Borrowing borrowing, pay such Lender's Pro Rata Share of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate principal amount of the requested Borrowingborrowing in immediately available funds to the Agent at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. Upon fulfillment to the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt Agent's satisfaction of the foregoing notice (which such notice applicable conditions set forth in Article V, and after receipt by the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion Agent of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loansfunds, the Agent shall give notice will either (a) promptly make such funds available to the Borrower and at a general checking account maintained by the Borrower at the Agent, or at such other place as may be designated by the Borrower in a writing delivered to the Lenders of Agent; (b) if requested by the interest rate applicable thereto promptly after the Agent has made Borrower in writing to do so, will apply such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to funds against the Borrower's accountobligations to make payments of interest accruing under this Agreement, except the Notes or any other Loan Document; or (c) at the Agent's election, apply such proceeds to the extent such Borrowing is either a reborrowing, in whole or in part, satisfaction of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders Borrower's obligations arising under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto3.4.

Manner of Borrowing. (b) The Borrower shall give the Agent written notice of the Borrower's intention to borrow under the Revolving Credit Loan or telephonic prior irrevocable Declining Revolving Credit Loan at least one Business Day before the requested funding date, in each case specifying: (1) the proposed funding date of such Loan; (2) the amount of such Loan; (3) whether the principal amount of any such Revolving Credit Loan, together with the principal amount of all Revolving Credit Loans then outstanding, is within the Borrowing Base at such time and is within the Total Revolving Credit Commitment at such time; and (4) whether the principal amount of any such Declining Revolving Credit Loan, together with the principal amount of all Declining Revolving Credit Loans then outstanding, is within the Maximum Availability at such time and is within the Total Declining Revolving Credit Commitment at such time. The Agent shall promptly forward a copy of each such notice (a "Borrowing Notice") by 11:00 a.m.to each Lender. Not later than 1:00 p.m. Omaha, Chicago, Illinois time, (i) Nebraska time on the date at least three (3) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing Loan is to be comprised funded, each Lender will make available to the Agent in immediately available funds, such Lender's Percentage of LIBOR Loans, such Loan. After the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of Agent's receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loansfunds, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made make such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan available to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders All notices given under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made Section by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") irrevocable and has shall be given not notified the Agent by 11:00 a.m. (Chicago time) later than 12:00 p.m. Omaha, Nebraska time on the day which is not less than the number of Business Days specified above for such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereundernotice. For purposes of this Section, the Borrower shall agrees that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount representative of the maturing Borrowing Borrower. The Agent shall promptly give notice to each Lender of each request for a Revolving Credit Loan or of the reimbursement obligation then dueDeclining Revolving Credit Loan and, which new Borrowing shall be applied to payin any event, as the case may beat least by 12:00 p.m., the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower Omaha, Nebraska time, on the last day of second Business Day before the Interest Period applicable theretoBusiness Day such Loan is to be made.

Manner of Borrowing. The Borrower shall give the Agent at least same Business Day's written or telephonic prior irrevocable notice (by telecopy or otherwise) of each intended borrowing of a "Borrowing Notice") by 11:00 a.m.Base Rate Loan, Chicago, Illinois time, (i) on the date and at least three (3) Business Days prior to the date Day's written notice (by telecopy or otherwise) of each requested Borrowing intended borrowing of a LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate LoansLoan. Each such notice (herein a "Notice of Borrowing") shall be in the form of Exhibit A and shall specify the date of Borrowingthe intended borrowing, which must and the initial Applicable Interest Rate and Applicable Interest Period selected by Borrower in respect of the anticipated Loan. Each Notice of Borrowing shall be effective upon receipt, except that notices received by Agent after 10:30 a.m., Seattle time, on a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank Day shall be deemed to be received on the immediately succeeding Business Day. All such notices shall be irrevocable and shall constitute a representation and warranty by Borrower that as of the date of the notice the statements set forth in Article 4 hereof are true and correct and that no Event of Default or Potential Event of Default shall have funded its 50% share occurred and be continuing. On receipt of such Revolving Credit Loan and Notice of Borrowing, Agent shall promptly (on the obligation to remit to Northern on such day its 50% same day, if possible) notify each Lender by telephone (confirmed promptly by telex or telecopy), telex or telecopy of the Revolving Credit Loan shall be absolute and irrevocableinformation set forth in the Notice of Borrowing. Each Lender shall before 12:00 p.m. Seattle time on the specified date of borrowing from pay such Lender's Pro Rata Share of the Lenders requested borrowing in immediately available funds to Agent at its Payment Address. 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 make such funds available to Borrower. All Loans outstanding under the Prior Loan Agreement shall immediately upon the Effective Date be deemed Loans under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit Agreement, with the same payment terms and Commitment - Term LoanInterest Period as then in effect, but with the LIBOR Spread increased to that applicable under this Agreement. Each payment and prepayment made Lender may, at its option, fund its own Commitment hereunder notwithstanding any default by the Borrower other Lender in advancing its Commitment. In such event, Agent shall be made thereafter take such disproportionate funding into account in allocating principal and interest repayments to the Lenders pro rata on the basis Lenders. The foregoing right of a Lender to advance funds in spite of the respective amounts other Lender's default shall not prejudice or limit in any respect the rights of such Lender or Borrower against the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretodefaulting Lender.

Manner of Borrowing. The (a) Whenever Borrower desires to use the LIBOR Borrowing Rate, Borrower shall give the Agent written or telephonic prior U.S. Bank irrevocable notice (a "Borrowing Notice"either in writing or orally and promptly confirmed in writing) by 11:00 a.m.between 8:00 a.m. and 1:00 p.m. (Seattle, Chicago, Illinois Washington time, (i) on the date at least three (3) two Business Days prior to the desired effective date of each requested the LIBOR Borrowing Rate ("Borrowing Notice"). Any oral Borrowing Notice shall be given by, and any written Borrowing Notice or confirmation of LIBOR Loans and (ii) on an oral Borrowing Notice shall be signed by Paul Xxxxxxx, Xxadxxx Xxxx, Xxvix Xxxxxxxxx, xx Anne Xxxxxxx, xxch of whom is authorized to request Loans, until written notice by Borrower of the date revocation of any requested Borrowing of Prime Rate Loanssuch authority is received by U.S. Bank. Each such notice Borrowing Notice shall specify the requested effective date of Borrowing, which must be a Business Daythe LIBOR Borrowing Rate, the aggregate Interest Period, the amount of the requested LIBOR Rate Borrowing, and whether Borrower is requesting a new advance at the type LIBOR Borrowing Rate, conversion of Loans all or any portion of the Prime Rate Borrowing to comprise such Borrowing anda LIBOR Rate Borrowing, if such Borrowing is to be comprised of LIBOR Loans, the or a new Interest Period applicable theretofor an outstanding LIBOR Rate Borrowing. The Agent will then notify Notwithstanding any other term of this Agreement, Borrower may elect the Lenders in writing LIBOR Borrowing Rate to apply to Loans or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice portions thereof only in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the minimum principal amount of $500,000. In the event Borrower has not given U.S. Bank a maturing Borrowing Notice two Business Days in advance of Loans the expiration of any Interest Period of Borrower's intent to convert a LIBOR Rate Borrowing to a new LIBOR Rate Borrowing at the expiration of such Interest Period, then such LIBOR Rate Borrowing shall automatically, at the expiration of such Interest Period, be deemed to be a Prime Rate Borrowing. (b) Borrower may obtain LIBOR Borrowing Rate quotes from U.S. Bank between 8:00 a.m. and 1:00 p.m. (Seattle, Washington time) on any Business Day. Borrower may request an advance, conversion of any portion of a "Refunding Borrowing") Prime Rate Borrowing to a LIBOR Rate Borrowing or a new Interest Period for an L/C Refinancing existing LIBOR Rate Borrowing, at such rate only by giving U.S. Bank notice in which case each Lender accordance with the provisions of this Section 4.2 before 1:00 p.m. (Seattle, Washington time) on such day. Each Borrowing Notice shall record the be irrevocable. Each Borrowing Notice requesting a new advance or conversion of an advance to an Acquisition Loan made by it (as a part of such Refunding Borrowing opposed to an interest rate renewal or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank interest rate conversion) shall be deemed to have funded its 50% share of such Revolving Credit Loan constitute a representation and the obligation to remit to Northern on such day its 50% warranty by Borrower that, as of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis date of the respective amounts Borrowing Notice, (i) the statements set forth in Article VIII are true and correct, (ii) no material adverse change in Borrower's financial condition, except as previously disclosed to U.S. Bank in writing, has occurred subsequent to December 31, 1997, and (iii) no Default or Event of the Default has occurred and is continuing. (c) Any Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice made pursuant to this Section 4.2 shall be conclusively presumed to have been made to or for the benefit of Borrower when made in accordance with such a request from an authorized Person and direction for disposition or when such Loan is deposited to the credit of the reborrowing account of Borrower with U.S. Bank or is transmitted to any other bank with directions to credit the same to the account of Borrower at such bank, regardless of whether Persons other than those authorized hereunder to make requests for Loans have authority to draw against any such account. Borrower acknowledges that U.S. Bank cannot effectively determine whether a particular request for an advance under a Loan is valid, authorized, or authentic. It is nevertheless important to Borrower that it has the privilege of making requests for advances under the Loans in accordance with this Section 4.2. Therefore, to induce U.S. Bank to lend funds in response to such requests and in consideration for U.S. Bank's agreement to receive and consider such requests, Borrower assumes all risks of the validity, authenticity, and authorization of such requests, whether or not the individual making such requests has authority to request advances under the Loans and whether or not the aggregate sum owing exceeds the maximum principal amount permitted to be outstanding under such Loan. U.S. Bank shall not be responsible under principles of any maturing Borrowing contract, tort, or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in otherwise for the amount of the maturing Borrowing an authorized or of the reimbursement obligation then dueinvalid advance under a Loan, which new Borrowing shall be applied except for its negligence or willful misconduct; rather, Borrower agrees to pay, repay any sums with interest as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretoprovided herein.

Manner of Borrowing. The Borrower shall give the Agent irrevocable written or telephonic prior irrevocable notice (a "“Borrowing Notice"”) by 11:00 a.m., Chicago, Illinois time, (ia) on the date at least three two (32) Business Days prior to the date of each requested Borrowing of LIBOR Loans Loans, and (iib) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle BankFifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern LaSalle has funded its 50% portion Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% their Pro Rata Share of any requested Revolving Credit Loan to the Borrower's account’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing an outstanding Borrowing of Loans (a "“Refunding Borrowing"”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern LaSalle has made a Revolving Credit Loan, LaSalle Bank Fifth Third shall be deemed to have funded fund its 50% share Pro Rata Share of such Revolving Credit Loan and the obligation to remit to Northern LaSalle on such day its 50% Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing Borrowing from the Lenders under this Agreement shall be made on a pro rata basis in accordance with each Lender’s Pro Rata Share of their respective the Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In Unless Borrower notifies the event Agent to the Borrower fails to give notice pursuant to this Section 4.2 of contrary, upon the reborrowing of the principal amount expiration of any maturing Borrowing or of Interest Period for a Borrowing to refinance a reimbursement obligation with respect LIBOR Loan, such LIBOR Loan shall automatically convert to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then dueLoan. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. (a) The Borrower shall give the Agent written or telephonic prior irrevocable Bank notice (which shall be irrevocable) no later than 2:00 p.m. (California time) on the third Business Day before the requested date for the making of any Loan (such third Business Day being called the “Notification Date”). Each such notice of borrowing shall be in the form of Schedule 1.02 and shall specify (a) the requested date for the making of the requested Loan, which shall be a "Borrowing Notice"Business Day, (b) by 11:00 a.m.the account to which proceeds of the Loan will be remitted, Chicago(c) the Maturity Date for such Loan requested pursuant to Section 1.04, Illinois timeand (d) the amount of such Loan, the Dollar Equivalent of which (determined as of the Notification Date) shall not be less than $500,000 (unless the requested Loan is for the entire undrawn amount of the Commitment then available for borrowing hereunder). Not later than the second Business Day before the requested date for the making of such Loan, the Bank will determine the Dollar Equivalent of the amount of the requested Loan as of the Notification Date, and notify the Borrower if (i) the requested amount of the Loan would exceed the undrawn Commitment (determined as of the Notification Date, but assuming that all other Loans which are scheduled to mature on or prior to the date at least three requested for the making of such Loan will be duly repaid), whereupon the amount of the requested Loan will be reduced to the undrawn Commitment, and (3ii) Business Days the Bank is unable to accept the Borrower’s requested Maturity Date due to its inability to obtain funding for the relevant maturity on commercially reasonable terms, the Bank shall promptly inform the Borrower of such fact and shall provide Borrower with information respecting the terms that the Bank could in fact obtain with respect to the proposed Loan (which terms Borrower may accept or reject in the exercise of its reasonable discretion). (b) Each Loan so requested shall be disbursed by the Bank not later than the requested date therefor (Tokyo time) in Yen in funds immediately available to the Borrower by credit to an account of the Borrower as shall have been specified in the applicable notice of borrowing and as shall be acceptable to the Bank; provided that the Borrower hereby irrevocably directs the Bank to apply the proceed of any Loan to any amounts then due hereunder (including any unpaid principal amount of and interest accrued on any other Loan maturing on or prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion disbursement of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto).

Manner of Borrowing. The Borrower Seminis shall give notify the Administrative Agent (which may be written or telephonic oral, but which must be given prior irrevocable notice (a "Borrowing Notice"to 11:00 a.m. Chicago time) by 11:00 a.m., Chicago, Illinois time, (i) on of the date (which may, subject to the immediately preceding parenthetical, be the date on which such notice is given) upon which it requests that any advance be made under the Revolving Credit Commitments, except for Swingline Loans made pursuant to Section 1.1(b) hereof and Revolving Credit Loans made pursuant to Section 1.5 hereof, or that any Term Loan be made, specifying the amount of each such loan, and the Administrative Agent shall promptly notify the relevant Banks of its receipt of each such notice. Subject to all of the terms and conditions hereof, the proceeds of each advance, to the extent received by the Administrative Agent from the relevant Banks, shall be made available to the Borrowers at least three (3) Business Days the office of the Administrative Agent in Chicago and in funds there current. Each loan from each Bank shall initially constitute part of a Base Rate Portion except to the extent Seminis has otherwise timely elected, all as provided in Section 2 hereof. Unless the Administrative Agent shall have been notified by a Bank that has a Commitment to make a requested loan hereunder prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing loan is to be comprised made hereunder that such Bank does not intend to make its pro rata share of LIBOR Loanssuch loan available to the Administrative Agent (which notice a Bank shall not be entitled to give unless a condition precedent to lending has not been satisfied or waived), the Interest Period applicable thereto. The Administrative Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which may assume that such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be Bank has made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice share available to the Borrower Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Lenders of Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the interest rate applicable thereto promptly after Administrative Agent by such Bank and the Administrative Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan amount available to the Borrower's accountBorrowers, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank Administrative Agent shall be deemed entitled to have funded receive such amount from such Bank forthwith upon its 50% share demand, together with interest thereon in respect of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.each day

Manner of Borrowing. The For each requested Loan, Borrower shall deliver to Agent a Notice of Borrowing specifying the date of a requested borrowing, the amount thereof, and the Applicable Currency. A Notice of Borrowing for an Offshore Currency Loan shall be in the form attached hereto as Exhibit A. Borrower may give the Agent a written or telephonic prior irrevocable notice oral Notice of Borrowing on the same day it wishes a Loan to be made, provided said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois Seattle time, (i) on the date of the requested borrowing, provided, if Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than the Prime Rate by giving an Interest Rate Notice (as defined in Section 2.5(b)) in respect of such borrowing or Borrower elects to have an Offshore Currency Loan, the Notice of Borrowing shall be given orally or in writing prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the requested date of borrowing. Any Notice of Borrowing given orally shall promptly be confirmed by Borrower in a writing delivered to Agent. Requests for borrowing received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article 5 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. Agent is authorized to make Loans upon the request of any of the following persons: Deborah A. Coleman, Joseph H. Hoxxxx, Xxxxxxx Xxxxnfxxx, xx xxxx xxxer xxxxxxx xx Xxxxxwer may from time to time designate by a written notice to the Agent. Each Loan requested by Borrower under this Section 2.2 shall be in an amount of 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 borrowing and the amount thereof as denominated in the Applicable Currency. The Dollar Equivalent amount of LIBOR Loans and any Loan in an Offshore Currency will be determined by the Agent for such Loan on the Computation Date in accordance with Section 2.9. Each Lender shall before 1:00 p.m. (iiSeattle time) on the date of any the requested Borrowing borrowing, pay such Lender's Pro Rata Share of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate principal amount of the requested Borrowingborrowing in immediately available funds and in the requested currency to Agent at its Commercial Loan Processing Center, Seattle, Washington. Upon fulfillment to Agent's satisfaction of the type applicable conditions set forth in Article 4, and after receipt by Agent of Loans to comprise such Borrowing andfunds, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or promptly make such funds available to Borrower by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice depositing them to the ordinary checking account maintained by Borrower and to the Lenders at Bank of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretoAmerica.

Manner of Borrowing. Advances under the Working Capital Facility shall be made in increments of $100,000 upon written notice to the Lender not less than three (3) Business Days prior to the intended disbursement date. (a) The Borrower shall give the Agent written or telephonic prior Lender irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (i) on the date at least not later than 1:00 p.m. Nashville time three (3) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loansdisbursement. Each such Borrowing Notice shall be written and may be made by telecopier, telex or cable in addition to the means set forth for giving notice in Section 12.1(b). Each Borrowing Notice shall specify the requested date of Borrowing, which must be a Business Daysuch requested disbursement, the aggregate amount of the requested Borrowingsuch disbursement, the type of Loans Loan (Floating Rate Loan or Eurodollar Loan), and if a Eurodollar Loan, the designated Eurodollar Interest Period. Disbursement of the proceeds of each advance hereunder shall be made by credit to comprise an account of the Borrower maintained with the Lender or by wire transfer, bank check, or other instrument to such Borrowing andother account or person as may be agreed upon by the Borrower and the Lender from time to time. (b) The Borrower shall have the right at any time, if such Borrowing is on prior irrevocable written or telefaxed notice to the Lender, not later than 10:00 a.m., Nashville time, to convert any Floating Rate Loan into a Eurodollar Loan, to convert a Eurodollar Loan into a Floating Rate Loan, or to continue any Eurodollar Loan for a subsequent Eurodollar Interest Period (specifying in each case the Eurodollar Interest Period to be comprised applicable thereto), subject in each case to the following: (1) No Eurodollar Loan shall be converted or prepaid at any time other than at the end of LIBOR Loans, the Eurodollar Interest Period applicable thereto. The Agent will then notify ; (2) Each conversion shall be effected by applying the Lenders in writing or by telephone by 12:00 noon on the date of receipt proceeds of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime new Eurodollar or Floating Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate NoteLoan (or portion thereof) being converted; (3) The number of Eurodollar Loans outstanding at any one time shall not exceed five (5). Each notice pursuant to this subparagraph shall be irrevocable and shall refer to this Agreement and specify (i) the identity and principal amount of the particular Loan that the Borrower requests to be converted or continued, (ii) if such notice requests conversion, the date of conversion (which shall be a Business Day), and shall effect the repayment, in whole or in part, as appropriate, of its maturing (iii) if a Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made is to be converted to a Revolving Credit Eurodollar Loan, LaSalle Bank shall or a Eurodollar Loan is to be deemed to have funded its 50% share of such Revolving Credit Loan and continued, the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepaymentEurodollar Interest Period with respect thereto. In the event that the Borrower fails to shall not give notice pursuant to this Section 4.2 continue any Eurodollar Loan for a subsequent period, such Loan (unless repaid) shall automatically be converted into a Floating Rate Loan. If the Borrower shall fail to specify in the Borrowing Notice the type of borrowing, or, in the reborrowing of the principal amount of any maturing Borrowing or case of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified Eurodollar Loan, the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunderapplicable Eurodollar Interest Period, the Borrower shall will be deemed to have requested a Floating Rate Loan. If Lender reasonably believes that any failure by Borrower to specify the type of borrowing or the applicable Eurodollar Interest Period shall have resulted from failure of communications equipment or clerical error, then prior to funding any such borrowing, the Lender shall use reasonable efforts to obtain confirmation from Borrower of the contents of such Borrowing of Prime Rate Loans on such day Notice; however, in the amount absence of the maturing Borrowing or of the reimbursement obligation then dueconfirmation by Borrower, which new Borrowing shall be applied to pay, as specifies the case may betype of borrowing and the applicable Eurodollar Interest Period, the maturing Borrowing or reimbursement obligation then dueBorrower will be deemed to have requested a Floating Rate Loan. Each LIBOR Notwithstanding anything to the contrary contained above, if an Event of Default shall have occurred and be continuing, no Eurodollar Loan shall mature may be continued, and become due and payable by the Borrower on the last day of the Interest Period applicable theretono Floating Rate Loan may be converted into a Eurodollar Loan.

Manner of Borrowing. (a) The Borrower shall give the Agent written or telephonic prior irrevocable notice (a "Borrowing Notice"which shall be irrevocable) by 11:00 a.m., Chicago, Illinois time, (i) no later than 10:00 a.m. on the date at least three (3) third Eurodollar Business Days prior to Day before the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate LoansDelivery Date. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the date of Borrowingthe Delivery Date, which must shall be a Eurodollar Business Day, (iii) the Type of Eurodollar Rate Loan or Fixed Rate Loan requested and (iv) the amount of such requested Loan, the aggregate amount of which Loan requested shall be not more than the requested Borrowinglesser of $* and the maximum amount that can then be borrowed under the Commitments, as applicable. Upon receipt of any such notice, the type Agent shall promptly notify each Lender of Loans to comprise such Borrowing and, if such Borrowing is the contents thereof and of the amount and Type of each Loan to be comprised of LIBOR Loansmade by such Lender on the Delivery Date. (b) Not later than 11:00 a.m. on each Delivery Date, each Lender shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Interest Period applicable theretoTerm Loan to be made by such Lender on such date. Any Lender's failure to make any Term Loan to be made by it on the Delivery Date shall not relieve any other Lender of its obligation to make any Term Loan to be made by such other Lender on such date, but such other Lender shall not be liable for such failure. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date obligations of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR LoansTerm Loans hereunder are several and not joint. (c) Unless the Agent shall have received notice from a Lender prior to 10:00 a.m. on the Delivery Date for the making of any Term Loan that such Lender will not make available to the Agent the Term Loan requested to be made by such Lender on such date, the Agent shall give notice may assume that such Lender has made such Term Loan available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date Delivery Date a corresponding amount on behalf of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except such Lender. If and to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record not have so made available to the Agent the Term Loan requested to be made by it as such Lender and the Agent shall have so made available to the Borrower a part corresponding amount on behalf of such Refunding Borrowing or L/C Refinancing BorrowingLender, as the case may besuch Lender shall, on its books or records or on a schedule demand, pay to the appropriate NoteAgent such corresponding amount together with interest thereon, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such for each day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement date such amount shall be have been so made on a pro rata basis available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Eurodollar Rate until (and including) the third Business Day after demand is made and thereafter at the applicable rate of their respective Commitment - Revolving Credit interest provided in Section 1.03(a). If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent may notify the Borrower and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made immediately repay such corresponding amount to the Lenders pro rata Agent together with accrued interest thereon at the applicable rate of interest provided in Section 1.03(a). (d) Subject to the terms and conditions hereof, all Term Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent on the basis Delivery Date in Dollars in funds immediately available by credit to an account of AVSA; provided that, if the aggregate amount of such Term Loans made available on such Delivery Date is greater than the balance of the respective amounts of purchase price owing to AVSA, the Loans outstanding immediately prior excess will be paid directly to such payment or prepayment. In the event the Borrower fails to give or its order or in such other manner as may have been specified in the applicable notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower as shall be deemed acceptable to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretoAgent.

Manner of Borrowing. (a) The Borrower Company shall give telephonic, telex or telegraphic notice to the Agent written or telephonic prior Bank (which notice shall be irrevocable notice (a "Borrowing Notice"once given and shall be promptly confirmed in writing) by no later than 11:00 a.m., Chicago, Illinois a.m. (Chicago time, (i) on the date at least three (3) Business Days prior to the date of it requests the Bank to make each requested Borrowing of LIBOR Loans Loan hereunder, including a reborrowing as provided in Section 1.3 hereof. The Company shall give telephonic, telex or telegraphic notice to the Bank (which notice shall be irrevocable once given and shall be promptly confirmed in writing) by no later than (i) 11:00 a.m. (Chicago time) on the date it requests the Bank to make each Domestic Rate Loan or Offered Rate Loan hereunder and (ii) on 11:00 a.m. (Chicago time) at least one (1) Business Day prior to the date of any requested Borrowing of Prime upon which it requests the Bank to make each Adjusted CD Rate LoansLoan hereunder, including in each case a reborrowing as provided in Section 1.3 hereof. Each such notice shall specify the date of Borrowing, the Loan requested (which must shall be a Business Day), the aggregate amount of such Loan, whether the requested BorrowingLoan is a Domestic Rate Loan, the type of Loans to comprise such Borrowing Adjusted CD Rate Loan, LIBOR Loan or Offered Rate Loan and, if such Borrowing the Loan is to be comprised of an Adjusted CD Rate Loan, LIBOR LoansLoan or Offered Rate Loan, the Interest Period applicable thereto. The Agent will then notify Company agrees that the Lenders in writing Bank may rely on any such telephonic, telex or telegraphic notice given by telephone by 12:00 noon on the date of receipt of the foregoing notice (which any person it reasonably believes is authorized to give such notice without the necessity of independent investigation and in the case of LaSalle Bankevent any notice by such means conflicts with the written confirmation, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests shall govern if the Lenders to make LIBOR Loans, the Agent Bank has acted in reliance thereon. (b) The Bank shall give notice confirm to the Borrower and to the Lenders of Company the interest rate applicable thereto to each Adjusted CD Rate Loan, LIBOR Loan and Offered Rate Loan promptly after such rate is determined by the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan Bank or quoted to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, Company as the case may be. Subject to the provisions of Section 7 hereto, the proceeds of each Loan shall be made available to the Company at the principal office of the Bank in Chicago, Illinois, in immediately available funds, except (i) to the extent such Loan represents the reborrowing of a Loan previously made to the Company, in which case the Bank shall record such reborrowing on its books or records or on a the schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing or (ii) to the extent that such Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made represents a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% refunding of the Revolving Credit loans outstanding under the 1985 Agreement, such Loan shall to such extent will be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made accomplished by the Borrower shall be made surrender to the Lenders pro rata on the basis Company of the respective amounts of note evidencing the Loans loans outstanding immediately prior to such payment or prepayment. In under the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay1985 Agreement, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Manner of Borrowing. The Borrower shall give the Agent irrevocable written or telephonic prior irrevocable notice (a "“Borrowing Notice"”) by 11:00 a.m., Chicago, Illinois time, (ia) on the date at least three two (32) Business Days prior to the date of each requested Borrowing of LIBOR Loans Loans, and (iib) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle BankFifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern LaSalle has funded its 50% portion Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% their Pro Rata Share of any requested Revolving Credit Loan to the Borrower's account’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing an outstanding Borrowing of Loans (a "“Refunding Borrowing"”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern LaSalle has made a Revolving Credit Loan, LaSalle Bank Fifth Third shall be deemed to have funded fund its 50% share Pro Rata Share of such Revolving Credit Loan and the obligation to remit to Northern LaSalle on such day its 50% Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing Borrowing from the Lenders under this Agreement shall be made on a pro rata basis in accordance with each Lender’s Pro Rata Share of their respective the Commitment - Revolving Credit and Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In Unless Borrower notifies the event Agent to the Borrower fails to give notice pursuant to this Section 4.2 of contrary, upon the reborrowing of the principal amount expiration of any maturing Borrowing or of Interest Period for a Borrowing to refinance a reimbursement obligation with respect LIBOR Loan, such LIBOR Loan shall automatically convert to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then dueLoan. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.”

Manner of Borrowing. The Borrower shall give the Agent written notice of the Borrower's intention to borrow under the Revolving Credit Loan or telephonic prior irrevocable Declining Revolving Credit Loan at least one Business Day before the requested funding date, in each case specifying: (1) the proposed funding date of such Loan; (2) the amount of such Loan; (3) whether the principal amount of any such Revolving Credit Loan, together with the principal amount of all Revolving Credit Loans then outstanding, is within the Borrowing Base at such time and is within the Total Revolving Credit Commitment at such time; and (4) whether the principal amount of any such Declining Revolving Credit Loan, together with the principal amount of all Declining Revolving Credit Loans then outstanding, is within the Maximum Availability at such time and is within the Total Declining Revolving Credit Commitment at such time. The Agent shall promptly forward a copy of each such notice (a "Borrowing Notice") by 11:00 a.m.to each Lender. Not later than 1:00 p.m. Omaha, Chicago, Illinois time, (i) Nebraska time on the date at least three (3) Business Days prior to the date of each requested Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing Loan is to be comprised funded, each Lender will make available to the Agent in immediately available funds, such Lender's Percentage of LIBOR Loans, such Loan. After the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of Agent's receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loansfunds, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made make such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan available to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders All notices given under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made Section by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") irrevocable and has shall be given not notified the Agent by 11:00 a.m. (Chicago time) later than 12:00 p.m. Omaha, Nebraska time on the day which is not less than the number of Business Days specified above for such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereundernotice. For purposes of this Section, the Borrower shall agrees that the Agent may rely and act upon any request for a Loan from any individual who the Agent, absent gross negligence or willful misconduct, believes to be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount representative of the maturing Borrowing Borrower. The Agent shall promptly give notice to each Lender of each request for a Revolving Credit Loan or of the reimbursement obligation then dueDeclining Revolving Credit Loan and, which new Borrowing shall be applied to payin any event, as the case may beat least by 12:00 p.m., the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower Omaha, Nebraska time, on the last day of second Business Day before the Interest Period applicable theretoBusiness Day such Loan is to be made.

Manner of Borrowing. The Borrower Company shall give the Agent written telephonic ------------------- notice of each request for Warehousing Loans or telephonic prior irrevocable notice Swingline Loans not later than 12:00 noon (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois Minneapolis time, (i) on the date at least three (3) Business Days prior to the date of each requested Borrowing of LIBOR Date if Warehousing Loans are requested and not later than 3:30 p.m. (iiMinneapolis time) on the date of any requested Borrowing Date if Swingline Loans are requested. On the Effective Date, the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of Prime Rate Loansall Existing First Bank Advances, and such Warehousing Loans shall be used to refund such Existing First Bank Advances. Each such notice request for Warehousing Loans or Swingline Loans shall specify the date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Warehousing Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR or Swingline Loans, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books requested and whether such Loans to be made by each Bank are to be funded as Eurodollar Advances, Fixed Rate Advances or records or on Reference Rate Advances; provided, that any portion of a schedule Loan not so designated shall be funded as a Eurodollar Advance. The Company shall promptly confirm any such request by delivering to the appropriate NoteAgent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. The Agent shall notify each Bank by not later than 1:00 p.m. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Bank's Pro Rata Share of the Warehousing Loans requested and whether such Bank's Warehousing Loans are to be funded as Reference Rate Advances, Eurodollar Advances or Fixed Rate Advances. Each Bank shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the Borrowing Date the total amount of the Warehousing Loans to be made by such Bank. 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 Bank prior to 2:30 P.M. (Minneapolis time) on any Borrowing Date that such Bank will not make available to the Agent the Warehousing Loans to be made by such Bank on such date, the Agent may assume that such Bank has made such Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Bank. If a Bank shall not have timely given such a notice, and to the extent such Bank shall effect not have so made available to the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through Agent the proceeds Warehousing Loans to be made by such Bank on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such new LoanBank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. At If such Bank does not pay such corresponding amount promptly upon the time Northern has made a Revolving Credit LoanAgent's demand therefor, LaSalle Bank the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for Warehousing Loans shall be deemed to have funded its 50% share 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, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement shall be made on a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable theretorequest.

Manner of Borrowing. The Borrower Company shall give the Agent written or ------------------- telephonic prior irrevocable notice of each request for Working Capital Loans not later than 12:00 noon (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois Minneapolis time, (i) on the date at least three (3) Business Days prior to the date of each requested applicable Borrowing of LIBOR Loans and (ii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the date of BorrowingDate, which must be a Business Day, specifying the aggregate amount of Working Capital Loans requested, and whether the requested Borrowing, the type of Working Capital Loans to comprise such Borrowing and, if such Borrowing is be made by each Lender are to be comprised of LIBOR Loansfunded as Fixed Rate Advances or Reference Rate Advances; provided, the Interest Period applicable thereto. The Agent will then notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after Northern has funded its 50% that any portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit 50% of any requested Revolving Credit a -------- Working Capital Loan to the Borrower's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time Northern has made a Revolving Credit Loan, LaSalle Bank shall be deemed to have funded its 50% share of such Revolving Credit Loan and the obligation to remit to Northern on such day its 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each borrowing from the Lenders under this Agreement not so designated shall be made on as a pro rata basis of their respective Commitment - Revolving Credit and Commitment - Term LoanReference Rate Advance. Each payment and prepayment made The Company shall promptly confirm any such request by the Borrower shall be made delivering to the Lenders pro rata on Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. In the event the Borrower fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunderEffective Date, the Borrower Company shall be deemed to have requested a Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender of such Lender's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing of Prime Rate Loans on such day in Date the total amount of the maturing Borrowing Working Capital Loans to be made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans 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 Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan 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 reimbursement obligation then duerequested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day in Section 5 of the Interest Period applicable theretoPledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.