Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying the aggregate amount of Working Capital Loans requested, and whether the Working Capital Loans to be made by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made as a Reference Rate Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested 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 Date the total amount of the 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 requested Working Capital Loan 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 request.

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon than1:00 P.M. (Minneapolis time) on the applicable requested Borrowing Date, specifying and each request for Swingline Loans not later than 3:30p.m. (Minneapolis time) on the requested Borrowing Date. On the Effective Date, the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans and Existing Working Capital Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans and Existing Working Capital Loans. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender are to be funded as Eurodollar Advances, Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing 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 CompanyEurodollar Advances or Fixed Rate Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 3:00 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to USBNA may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 3:00 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no i)no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans and (ii) the ii)the representations and warranties contained in Section 3 hereof, in Section 5 Section5 of the Pledge and Security Agreement, in Section ___ of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.

Manner of Borrowing. The Company shall give the Agent telephonic ------------------- telephonic notice of each request for Working Capital Warehousing Loans or Swingline Loans not later than 12:00 noon (Minneapolis time) on the applicable requested Borrowing Date if Warehousing Loans are requested and not later than 3:30 p.m. (Minneapolis time) on the requested Borrowing Date if Swingline Loans are requested. On the Effective Date, specifying the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing First Bank Advances, and such Warehousing Loans shall be used to refund such Existing First Bank Advances. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender Bank are to be funded as Eurodollar Advances, Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested 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, Bank by not later than 1:00 P.M. p.m. (Minneapolis time) on the date on which the Agent 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 Lender Bank shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; providedBank. On the Borrowing Date of requested Swingline Loans, however, that with respect to First Bank may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender Bank prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender Bank will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender Bank on such date, the Agent may assume that such Lender Bank has made such Working Capital Loans 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 LenderBank. If a Lender Bank shall not have timely given such a notice, and to the extent such Lender Bank shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender Bank on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such LenderBank, such Lender Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan 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 request.

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon 1:00 P.M. (Minneapolis time) on the applicable requested Borrowing Date, specifying and each request for Swingline Loans not later than 3:30 p.m. (Minneapolis time) on the requested Borrowing Date. On the Effective Date, the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender are to be funded as Fixed Eurodollar Advances, Balance Funded Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing 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 CompanyEurodollar Advances or Balance Funded Rate Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 3:00 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to USBNA may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 3:00 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, in Section 4 of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon 1:00 P.M. (Minneapolis time) on the applicable requested Borrowing Date, specifying and each request for Swingline Loans not later than 3:30 p.m. (Minneapolis time) on the requested Borrowing Date. On the Effective Date, the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Advances, and such Warehousing Loans shall be used to refund such Existing Warehousing Advances. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender are to be funded as Eurodollar Advances, Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:30 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing 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 CompanyEurodollar Advances or Fixed Rate Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to First Bank may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 3:00 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan 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 request.

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon 1:00 p.m. (Minneapolis time) on the applicable requested Borrowing Date, specifying Date if Warehousing Loans are requested and not later than 3:00 p.m. (Minneapolis time) on the requested Borrowing Date if Swingline Loans are requested. Each request for Warehousing Loans or Swingline Loans shall specify (i) the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and (ii) whether the Working Capital such Warehousing Loans or Swingline Loans to be made by each Lender are to be funded as Fixed Rate Advances Eurodollar Advances, or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so otherwise designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Paydown/ Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 p.m. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing Loans are to be funded as Fixed Reference Rate Advances or Reference Rate Eurodollar 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. 3:00 p.m. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to U.S. Bank may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. 3:00 p.m. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.042.02. Each request for a Working Capital Loan Warehousing Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans and (ii) the representations and warranties contained in Section 3 hereof, hereof and 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 request.

Manner of Borrowing. The Company Borrower shall give the Administrative Agent ------------------- telephonic notice of each request for Working Capital Loans Advances or Working Capital Swing Line Advances not later than 11:00 a.m. (Minneapolis time) on the applicable Working Capital Advance Date, specifying the aggregate amount of Working Capital Advances requested, the Working Capital Advances or Working Capital Swing Line Advances to be made by each Working Capital Lender, whether such Working Capital Advances or Working Capital Swing Line Advances are P&I Advances, T&I Advances, Foreclosure Advances and/or Investment Loan Advances, and the portions of such Working Capital Advances that are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Borrowings or Alternate Base Rate Borrowings; provided, that any portion of a Working Capital Advance or Working Capital Swing Line Advance not so designated shall be funded as an Alternate Base Rate Borrowing; and provided, further, that such designation or, in the absence of such designation, the preceding proviso clause, shall be effective only with respect to that portion of the outstanding Working Capital Advances of a Lender other than First Bank which is not to be funded as a Designated Fixed Rate Advance in accordance with Section 2.05(d). The Borrower shall promptly confirm any such request by delivering to the Administrative Agent a duly completed and executed Confirmation. The Administrative Agent shall, by not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying the aggregate amount of date on which such request for Working Capital Loans requestedAdvances is received by it from the Borrower, and whether the notify each Working Capital Loans to be made by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made as a Reference Rate Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested 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 request, of such Working Capital Lender's Pro Rata Share of the Working Capital Loans Advances requested, the applicable Working Capital Advance Date therefor, and whether the portions of such Working Capital Lender's Working Capital Loans Advances that are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Advances Borrowings or Reference Alternate Base Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the CompanyBorrowings. Each Working Capital Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. 3:00 p.m. (Minneapolis time) on the applicable Borrowing said Working Capital Advance Date the total amount of the Working Capital Loans Advances 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 anyLender. Unless the Administrative Agent shall have received notice from a Working Capital Lender prior to 2:30 P.M. 3:00 p.m. (Minneapolis time) on the date any Working Capital Loans Advances are to be made that such Lender will not make available to the Administrative Agent the Working Capital Loans Advances to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such Working Capital Loans Advances available to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Company Borrower on such date a corresponding amount on behalf of such Lender. If a Working Capital Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Administrative Agent the Working Capital Loans Advances to be made by such Lender on such date and the Administrative Agent shall have so made available to the Company Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Company Borrower until the date such amount shall have been repaid to the Administrative Agent. If such Working Capital Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Administrative Agent shall promptly notify the Company Borrower and the Company Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.042.05. First Bank shall, not later than 3:00 p.m. (Minneapolis time) on the Working Capital Advance Date on which it makes any Working Capital Swing Line Advance, deposit the amount thereof into the Collateral Account. Each request for a Working Capital Loan Advances shall be deemed to be a representation by the Company Borrower that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Advances and (ii) the representations and warranties contained in Section 3 hereof3, in Section 5 of the Pledge Warehousing and Discretionary Security Agreement and in Section 5 of the Servicing and Working Capital 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. Upon the deposit of the Working Capital Advances in the Collateral Account on the applicable Working Capital Advance Date, the Administrative Agent shall transfer the proceeds thereof to the account or accounts designated by the Borrower in its notice to the Administrative Agent.