Common use of FORM OF REVOLVING CREDIT NOTE Clause in Contracts

FORM OF REVOLVING CREDIT NOTE. $ , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29], 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.10.6 of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Credit Note (“Note”) is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)).

FORM OF REVOLVING CREDIT NOTE. $ THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. [$][€][ ] New York, 20 New York [ ], 2010 FOR VALUE RECEIVED, the undersigned undersigned, [BUCYRUS INTERNATIONAL, INC., a Delaware corporation][Foreign Borrower] (the “Borrower”) ), hereby unconditionally promises to pay to or registered assigns (the “Lender”), ) or its registered assigns at the Payment Office specified in accordance with the provisions of the Credit Agreement (as hereinafter defined)) in the same currency as Revolving Loans are advanced hereunder and in immediately available funds, on the [Extending][Non-Extending] Revolving Credit Termination Date the principal amount of each (a) [DOLLARS ($ )], or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loan from time to time Loans made by the Lender to the Borrower under that certain pursuant to Section 2.4 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such Payment Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.15 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each [Dollar][German] [Multicurrency] Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any [Dollar][German][Multicurrency] Revolving Credit Loan. This Note (a) is one of the [Dollar][German][Multicurrency] Revolving Credit Notes referred to in the Amended and Restated Revolving Credit and Term Loan Agreement, Agreement dated as of September [29]May 25, 2006 2007 (as amended, restatedsupplemented, extended, supplemented replaced or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined”), among the Borrower, [Bucyrus International, Inc., a Delaware corporation][the Foreign Borrowers party thereto], the Lenders several banks and other financial institutions or entities from time to time party parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A.N.A. and Macquarie Capital (USA) Inc., as Administrative Agentsyndication agents, L/C Issuer and Swing Line Lender. The Borrower promises X.X. Xxxxxx Europe Limited, as German agent, (b) is subject to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.10.6 provisions of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Credit Note (“Note”c) is one of the Notes referred subject to in the Agreement, is entitled to the benefits thereof optional and may be prepaid mandatory prepayment in whole or in part subject as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions provided therein. This Note is also entitled to upon which the benefits security interests and each guarantee were granted and the rights of the Guaranty and is secured by the Collateralholder of this Note in respect thereof. Upon the occurrence and during the continuation of any one or more of the Events of Default specified in the AgreementDefault, all amounts principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable payable, all as provided in the Credit Agreement. Revolving Credit Loans made by All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive (except to the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender extent otherwise explicitly provided in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the dateLoan Documents) presentment, amount and maturity of its Revolving Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentmentdemand, protest and demand all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and notice of protestused herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, demand, dishonor and non-payment of this NoteTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH WITH, THE LAW OF THE STATE OF NEW YORK. [BUCYRUS INTERNATIONAL, INC.] By: Name: Title:] [FOREIGN BORROWER] By: Name: Title:] Schedule A to Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurocurrency Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Schedule B to Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Interest Period and Eurocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By EXHIBIT I Form of Lender Addendum FORM OF LENDER ADDENDUM , 2010 Reference is made to the Amended and Restated Credit Agreement, dated as of May 25, 2007 (as amended, supplemented, replaced or modified from time to time, the “Credit Agreement”, including by the Third Amendment to Amended and Restated Credit Agreement and Incremental Amendment to be dated as of February 17, 2010), among Bucyrus International, Inc., a Delaware corporation (the “Borrower”), the Foreign Borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Macquarie Capital (USA) Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Macquarie Capital (USA) Inc., as syndication agents, and X.X. Xxxxxx Europe Limited, as German agent. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.17 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder [as of the date hereof] having the Commitments set forth in Schedule 1 hereto [which Commitments shall be] effective as of the Tranche C Funding Date [(or if earlier, the date on which the undersigned funds such Commitments)]. THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401))YORK. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

FORM OF REVOLVING CREDIT NOTE. This Revolving Credit Note amends and restates, but does not extinguish, all Obligations under the Revolving Credit Notes executed by the Borrowers in favor of the Lender in connection with the Existing Credit Agreement and as such replaces any such Revolving Credit Notes. REVOLVING CREDIT NOTE $ , 20 , FOR VALUE RECEIVED, the undersigned undersigned, XXXX, INC., a corporation organized under the laws of Delaware (the “Company”), and the Subsidiaries of the Company listed on the signature pages hereto (each a “Borrower” and together, the “Borrowers”) hereby promises jointly and severally promise to pay to or registered assigns , (the “Lender”), at the place and times provided in accordance with the provisions of the Credit Agreement (as hereinafter defined)referred to below, the principal sum of DOLLARS ($ ) or, if less, the unpaid principal amount of each all Revolving Credit Loan Loans made by the Lender from time to time made by the Lender pursuant to the Borrower under that certain Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September [29]October 22, 2006 2014 (as amended, restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), ”) by and among the BorrowerBorrowers, the Lenders who are or may become a party thereto (collectively, the “Lenders”) and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The unpaid principal amount of this Revolving Credit Note from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises outstanding is subject to pay interest on the unpaid principal amount of each Revolving Credit Loan mandatory repayment from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times time to time as provided in the Agreement. Except Credit Agreement and shall bear interest as otherwise provided in Section 2.10.6 4.1 of the Agreement with respect to Swing Line Loans, all Credit Agreement. All payments of principal and interest on this Revolving Credit Note shall be made to the Administrative Agent for the account payable in lawful currency of the Lender in Dollars United States in immediately available funds at to the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth account designated in the Credit Agreement. This Revolving Credit Note (“Note”) is one of the Notes referred to in the Agreement, is entitled to the benefits thereof of, and may be prepaid in whole or in part subject evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions provided therein. This Note is also entitled on which the Borrowers are permitted and required to the benefits make prepayments and repayments of principal of the Guaranty Obligations evidenced by this Revolving Credit Note and is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or which such Obligations may be declared to be, be immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Notepayable. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY BY, CONSTRUED AND CONSTRUED ENFORCED IN ACCORDANCE WITH THE LAWS OF NORTH CAROLINA, WITHOUT REFERENCE TO THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF. The Debt evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement. The Borrowers hereby waive all requirements as to diligence, presentment, demand of payment, protest and (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401))except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

FORM OF REVOLVING CREDIT NOTE. $ , 20 On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, the undersigned M/I Financial Corp. (the “Borrower”) hereby promises to pay to or registered assigns the order of [insert name of applicable financial institution] (“Payee”) at Detroit, Michigan, care of Agent, in lawful money of the “Lender”United States of America, so much of the sum of [Insert Amount derived from Percentages] Dollars ($ ), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan may from time to time made have been advanced by the Lender Payee and then be outstanding hereunder pursuant to the Borrower under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated Mortgage Warehousing Agreement made as of September [29]the day of March, 2006 2013 (as amended, restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Mortgage Warehousing Agreement;” the terms defined therein being used herein as therein defined”), by and among the Borrower, the Lenders financial institutions from time to time party theretosignatory thereto (each, individually, a “Lender,” and Bank of Americaany and all such financial institutions collectively the “Lenders”), N.A.Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”) and Borrower. Each of the Revolving Credit Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Mortgage Warehousing Agreement or as otherwise determined thereunder, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest shall be computed, assessed and payable on the unpaid principal amount of each Revolving Credit Loan Advance made by the Payee from the date of such Revolving Credit Loan Advance until such principal amount is paid in full, at such interest rates the rate and at such the times as provided set forth in the Mortgage Warehousing Agreement. Except This Note is a note under which Revolving Credit Advances (including refundings and conversions), repayments and readvances may be made from time to time, but only in accordance with the terms and conditions of the Mortgage Warehousing Agreement. This Note evidences borrowings under, is subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Mortgage Warehousing Agreement, to which reference is hereby made. Capitalized terms used herein, except as defined to the contrary, shall have the meanings given them in the Mortgage Warehousing Agreement. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of Michigan. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agree that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. This Note, along with the other Revolving Credit Notes issued by the Borrower dated as of the date hereof (collectively, the “New Notes”), amends, restates and replaces the Revolving Credit Notes issued by the Borrower prior to the date hereof (collectively, the “Prior Notes”); provided, however, (i) the execution and delivery by the Borrower of the New Notes shall not, in any manner or circumstance, be deemed to be a payment of, a novation of or to have terminated, extinguished or discharged any of the Borrower’s indebtedness evidenced by the Prior Notes, all of which indebtedness shall continue under and shall hereinafter be evidenced and governed by the New Notes, and (ii) all collateral and guaranties securing or supporting the Prior Notes shall continue to secure and support the New Notes. Nothing herein shall limit any right granted Payee by any other instrument or by law. M/I FINANCIAL CORP., an Ohio corporation By:_ Its: EXHIBIT B FORM OF SWING LINE NOTE $15,000,000 _, 20 On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, M/I Financial Corp. (“Borrower”) promises to pay to the order of Comerica Bank (“Swing Line Lender”) at Detroit, Michigan, in lawful money of the United States of America, so much of the sum of Fifteen Million Dollars ($15,000,000), as may from time to time have been advanced to the Borrower by the Swing Line Lender and then be outstanding hereunder pursuant to the Amended and Restated Mortgage Warehousing Agreement made as of the day of March, 2013 (as amended, restated or otherwise modified from time to time, the “Mortgage Warehousing Agreement”), by and among the financial institutions from time to time signatory thereto, Comerica Bank, as Agent, and Borrower, together with interest thereon as hereinafter set forth. Each of the Swing Line Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Mortgage Warehousing Agreement or as otherwise provided in Section 2.10.6 of the Agreement with respect to Swing Line Loansdetermined thereunder, all payments of principal and interest shall be computed, assessed and payable on the unpaid principal amount of each Swing Line Advance made to by the Administrative Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed such Swing Line Advance until paid at the per annum rate rates and at the times set forth in the Mortgage Warehousing Agreement. This Revolving Credit Note is a Swing Line Note under which Swing Line Advances (“Note”) is one of the Notes referred to in the Agreementincluding refundings and conversions), is entitled to the benefits thereof repayments and readvances may be prepaid made from time to time by the Swing Line Lender, but only in whole or in part subject to accordance with the terms and conditions provided thereinof the Mortgage Warehousing Agreement (including any applicable sublimits). This Note evidences borrowings under, is also entitled subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Mortgage Warehousing Agreement to which reference is hereby made. Capitalized terms used herein, except as defined to the benefits contrary, shall have the meanings given them in the Mortgage Warehousing Agreement. This Note shall be interpreted and the rights of the Guaranty and is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender parties hereunder shall be evidenced by one or more loan accounts or records maintained by determined under the Lender in laws of, and enforceable in, the ordinary course State of businessMichigan. The Lender may also attach schedules to Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and endorse thereon agree that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. This Note (the date“New Note”), amount amends, restates and maturity replaces the Swing Line Note issued by the Borrower prior to the date hereof (the “Prior Note”); provided, however, (i) the execution and delivery by the Borrower of its Revolving Credit Loans the New Note shall not, in any manner or circumstance, be deemed to be a payment of, a novation of or to have terminated, extinguished or discharged any of the Borrower’s indebtedness evidenced by the Prior Note, all of which indebtedness shall continue under and payments with respect theretoshall hereinafter be evidenced and governed by the New Note, and (ii) all collateral and guaranties securing or supporting the Prior Note shall continue to secure and support the New Note. The BorrowerNothing herein shall limit any right granted Swing Line Lender by any other instrument or by law. M/I FINANCIAL CORP., an Ohio corporation By:_ Its: EXHIBIT C FORM OF SECURITY AGREEMENT Attached. Amended and Restated Security Agreement As of , 2013, for itselfvalue received, its successors the undersigned (“Debtor”) pledges, assigns and assignsgrants to Comerica Bank (whose address is 00000 Xxx Xxxx Xxxx, hereby waives diligenceXxxxxxx, presentmentXxxxxxxx 00000, protest Attention: Commercial Loan Documentation, Mail Code 7578), as administrative agent (in such capacity, the “Agent”) for the Lenders (as defined below) under that certain Amended and demand Restated Mortgage Warehousing Agreement (as amended or otherwise modified from time to time, the “Mortgage Warehousing Agreement”) dated March 29, 2013, by and notice of protestamong the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively the “Lenders”), Agent and M/I Financial Corp. (“Borrower”), a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, dishonor acceleration or otherwise, of all Indebtedness (as defined in the Mortgage Warehousing Agreement). Debtor further covenants, agrees, represents and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)).warrants as follows:

FORM OF REVOLVING CREDIT NOTE. $ , 20 20___ On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, the undersigned QuinStreet, Inc. (the “Borrower”) hereby promises to pay to or registered assigns the order of [insert name of applicable financial institution] (“Payee”) at San Jose, California, care of Agent, in lawful money of the “Lender”United States of America, so much of the sum of [Insert Amount derived from Percentages] Dollars ($______), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan may from time to time made have been advanced by the Lender Payee and then be outstanding hereunder pursuant to the Borrower under that certain Amended and Restated Revolving Credit and Term Loan Agreement (“Agreement, dated ”) is made as of September [29]the 13th day of January, 2006 (as amended2010, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), by and among the Borrower, the Lenders financial institutions from time to time party theretosignatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), and Bank of America, N.A.Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), L/C Issuer and Swing Line LenderBorrower. The Borrower promises Each of the Revolving Credit Advances made hereunder shall bear interest at the Applicable Interest Rate from time to pay time applicable thereto under the Credit Agreement or as otherwise determined thereunder, and interest shall be computed, assessed and payable on the unpaid principal amount of each Revolving Credit Loan Advance made by the Payee from the date of such Revolving Credit Loan Advance until such principal amount is paid in full, at such interest rates the rate and at such the times as provided set forth in the Credit Agreement. Except This Note is a note under which Revolving Credit Advances (including refundings and conversions), repayments and readvances may be made from time to time, but only in accordance with the terms and conditions of the Credit Agreement. This Note evidences borrowings under, is subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Credit Agreement, to which reference is hereby made. Capitalized terms used herein, except as defined to the contrary, shall have the meanings given them in the Credit Agreement. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of California. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. * * * Nothing herein shall limit any right granted Payee by any other instrument or by law. QUINSTREET, INC. By: Its: EXHIBIT C FORM OF SWING LINE NOTE $5,000,000 , 20___ On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, QuinStreet, Inc. (“Borrower”) promises to pay to the order of Comerica Bank (“Swing Line Lender”) at San Jose, California in lawful money of the United States of America, so much of the sum of [Insert Amount derived from Percentages] Dollars ($ ), as may from time to time have been advanced to the Borrower by the Swing Line Lender and then be outstanding hereunder pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 13th day of January, 2010, by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Borrower, together with interest thereon as hereinafter set forth. Each of the Swing Line Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Credit Agreement or as otherwise provided in Section 2.10.6 of the Agreement with respect to Swing Line Loansdetermined thereunder, all payments of principal and interest shall be computed, assessed and payable on the unpaid principal amount of each Swing Line Advance made by the Swing Line Lender from the date of such Swing Line Advance until paid at the rates and at the times set forth in the Credit Agreement. This Note is a Swing Line Note under which Swing Line Advances (including refundings and conversions), repayments and readvances may be made from time to time by the Swing Line Lender, but only in accordance with the terms and conditions of the Credit Agreement (including any applicable sublimits). This Note evidences borrowings under, is subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Credit Agreement to which reference is hereby made. Capitalized terms used herein, except as defined to the contrary, shall have the meanings given them in the Credit Agreement. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of California. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. * * * Nothing herein shall limit any right granted Swing Line Lender by any other instrument or by law. QUINSTREET, INC. By: Its: EXHIBIT D FORM OF REQUEST FOR SWING LINE ADVANCE No. Dated: TO: Comerica Bank (“Swing Line Lender”) RE: Amended and Restated Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 13th day of January, 2010, (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the account of Lenders (in such capacity, the Lender in Dollars in immediately available funds at the Administrative “Agent’s Office. If any amount is not paid in full when due hereunder”) and QuinStreet, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Credit Note Inc. (“NoteBorrower”) is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject ). Pursuant to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall becomeBorrower hereby requests an Advance from the Swing Line Lender, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)).described herein:

FORM OF REVOLVING CREDIT NOTE. $ $_______________ ________, 20 2011 On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, the undersigned M/I Financial Corp. (the “Borrower”) hereby promises to pay to or registered assigns the order of [insert name of applicable financial institution] (“Payee”) at Detroit, Michigan, care of Agent, in lawful money of the “Lender”United States of America, so much of the sum of [Insert Amount derived from Percentages] Dollars ($_________), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan may from time to time made have been advanced by the Lender Payee and then be outstanding hereunder pursuant to the Borrower under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated Mortgage Warehousing Agreement made as of September [29]the _____ day of _____, 2006 2011 (as amended, restated, extended, supplemented restated or otherwise modified in writing from time to time, the “Mortgage Warehousing Agreement;” the terms defined therein being used herein as therein defined”), by and among the Borrower, the Lenders financial institutions from time to time party theretosignatory thereto (each, individually, a “Lender,” and Bank of Americaany and all such financial institutions collectively the “Lenders”), N.A.Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”) and Borrower. Each of the Revolving Credit Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Mortgage Warehousing Agreement or as otherwise determined thereunder, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest shall be computed, assessed and payable on the unpaid principal amount of each Revolving Credit Loan Advance made by the Payee from the date of such Revolving Credit Loan Advance until such principal amount is paid in full, at such interest rates the rate and at such the times as provided set forth in the Mortgage Warehousing Agreement. Except This Note is a note under which Revolving Credit Advances (including refundings and conversions), repayments and readvances may be made from time to time, but only in accordance with the terms and conditions of the Mortgage Warehousing Agreement. This Note evidences borrowings under, is subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Mortgage Warehousing Agreement, to which reference is hereby made. Capitalized terms used herein, except as defined to the contrary, shall have the meanings given them in the Mortgage Warehousing Agreement. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of Michigan. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agree that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. * * * Nothing herein shall limit any right granted Payee by any other instrument or by law. M/I FINANCIAL CORP., an Ohio corporation By:_____________________________________ Its:_____________________________________ EXHIBIT B FORM OF SWING LINE NOTE $15,000,000 ________, 2011 On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, M/I Financial Corp. (“Borrower”) promises to pay to the order of Comerica Bank (“Swing Line Lender”) at Detroit, Michigan, in lawful money of the United States of America, so much of the sum of Fifteen Million Dollars ($15,000,000), as may from time to time have been advanced to the Borrower by the Swing Line Lender and then be outstanding hereunder pursuant to the Mortgage Warehousing Agreement made as of the _____ day of _____, 2011 (as amended, restated or otherwise modified from time to time, the “Mortgage Warehousing Agreement”), by and among the financial institutions from time to time signatory thereto, Comerica Bank, as Agent, and Borrower, together with interest thereon as hereinafter set forth. Each of the Swing Line Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Mortgage Warehousing Agreement or as otherwise provided in Section 2.10.6 of the Agreement with respect to Swing Line Loansdetermined thereunder, all payments of principal and interest shall be computed, assessed and payable on the unpaid principal amount of each Swing Line Advance made to by the Administrative Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed such Swing Line Advance until paid at the per annum rate rates and at the times set forth in the Mortgage Warehousing Agreement. This Revolving Credit Note is a Swing Line Note under which Swing Line Advances (“Note”) is one of the Notes referred to in the Agreementincluding refundings and conversions), is entitled to the benefits thereof repayments and readvances may be prepaid made from time to time by the Swing Line Lender, but only in whole or in part subject to accordance with the terms and conditions provided thereinof the Mortgage Warehousing Agreement (including any applicable sublimits). This Note evidences borrowings under, is also entitled subject to, is secured in accordance with, and may be accelerated or matured under, the terms of the Mortgage Warehousing Agreement to which reference is hereby made. Capitalized terms used herein, except as defined to the benefits contrary, shall have the meanings given them in the Mortgage Warehousing Agreement. This Note shall be interpreted and the rights of the Guaranty and is secured by the Collateral. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender parties hereunder shall be evidenced by one or more loan accounts or records maintained by determined under the Lender in laws of, and enforceable in, the ordinary course State of businessMichigan. The Lender may also attach schedules to Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and endorse thereon the dateagree that no obligation hereunder shall be discharged by reason of any extension, amount and maturity indulgence, release, or forbearance granted by any holder of its Revolving Credit Loans and payments with respect theretothis Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. The Borrower* * * Nothing herein shall limit any right granted Swing Line Lender by any other instrument or by law. M/I FINANCIAL CORP., an Ohio corporation By:_____________________________________ Its:_____________________________________ EXHIBIT C FORM OF SECURITY AGREEMENT Attached. Security Agreement As of April 18, 2011, for itselfvalue received, its successors the undersigned (“Debtor”) pledges, assigns and assignsgrants to Comerica Bank (whose address is 30000 Xxx Xxxx Xxxx, hereby waives diligenceXxxxxxx, presentmentXxxxxxxx 00000, protest Attention: Commercial Loan Documentation, Mail Code 7578), as administrative agent (in such capacity, the “Agent”) for the Lenders (as defined below) under that certain Mortgage Warehousing Agreement (as amended or otherwise modified from time to time, the “Mortgage Warehousing Agreement”) dated April 18, 2011, by and demand among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and notice of protestany and all such financial institutions collectively the “Lenders”), Agent and M/I Financial Corp. (“Borrower”), a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, dishonor acceleration or otherwise, of all Indebtedness (as defined in the Mortgage Warehousing Agreement). Debtor further covenants, agrees, represents and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401)).warrants as follows: