Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof.

Manner of Borrowing. Each For each requested Loan, Borrowers shall deliver to Agent a Notice of Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of specifying the date of each a requested Borrowing hereunderand the amount thereof. Borrowers may give a Notice of Borrowing on the same day it wishes a Loan to be made, which notice may provided said Notice of Borrowing is received by Agent no later than 11:00 a.m. (Seattle time) on the date of the requested borrowing. Each Notice of Borrowing shall be by telephone, if given in writing or orally and promptly confirmed in writing, facsimileprovided, electronic mailhowever, or other that Agent may rely on any oral Notice of Borrowing even if Agent does not receive a written communication substantially confirmation. If Borrowers simultaneously elect to have interest accrue on a Revolving Loan at an Offshore Related Rate calculated by reference to LIBOR by giving an Interest Rate Notice described in Section 2.6(b) in respect of such borrowing, the form Notice of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) Borrowing shall be furnished to the Administrative Agent given no later than 11:00 a.m. three Business Days prior to the Specified Time; and (b) must specify: (i) date of the amount of such Borrowing; (ii) requested borrowing. Requests for borrowing, or confirmations thereof, received after the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing designated hour will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing deemed received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Each such Notice of Borrowing shall be required irrevocable and shall be deemed to constitute a representation and warranty by Borrowers that as of the date of such notice the statements set forth in Article 4 are true and correct and that no Default or Event of Default has occurred and is continuing. Agent is authorized to make Loans upon the request of any person authorized in writing by the President or the CEO of the Northwest Pipe Company to make such requests. Each Loan requested by Borrowers under this Section shall be delivered in connection an amount of not less than $100,000 and an integral multiple of $100,000. On receipt of a Notice of Borrowing, Agent shall promptly notify each Lender by telephone, telex or telefax of the date of the requested borrowing and the amount thereof. Each Lender shall before 1:00 p.m. (Seattle time) on the date of the requested borrowing, pay such Lender's Revolving Loan Pro Rata Share of the aggregate principal amount of the requested borrowing in immediately available funds to Agent at its Commercial Loan Processing Center in Seattle, Washington. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 3, and after receipt by Agent of such funds, Agent will promptly make such funds available to Borrowers by depositing them to the ordinary checking account maintained by Borrowers with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofAgent.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “a) Request for Borrowing”). Each request by Company to Agent for a Borrowing under Section 2.01 (a "Request for Borrowing: (a") shall be furnished in writing or by telephonic notice and specify the aggregate amount of such requested Borrowing, the requested date of such Borrowing, and, when the Request for Borrowing specifies a LIBOR Borrowing, the Interest Period which shall be applicable thereto; provided, however, that the aggregate number of unpaid LIBOR Borrowings shall not exceed eight (8) at any time. Company shall furnish to Agent the Administrative Agent no later than the Specified Time; and (b) must specifyRequest for Borrowing as set forth in Section 2.02(c). Any written Request for Borrowing shall: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR LoansBase Rate Borrowing, be in the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); form attached hereto a Exhibit "D ," and (ivii) including in the case of a confirmation that LIBOR Borrowing, be in the form attached hereto as Exhibit "E." If such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing is by telephonic notice, said telephonic notice shall be confirmed in writing promptly after such telephonic notice pursuant to a Confirmation of Request for Borrowing (i) substantially in the form attached hereto as Exhibit "F" in the case of a Base Rate Borrowing and (ii) substantially in the form attached hereto as Exhibit "G" in the case of a LIBOR Borrowing. If A Request for Borrowing and a Confirmation of Request for Borrowing may be provided by facsimile transmission; however, Bank must be in receipt of one or the other prior to funding the Advance. Each Base Rate Borrowing shall be in an aggregate principal amount of one hundred thousand dollars ($100,000.00) or any integral multiple Borrowers are requesting a of one hundred thousand dollars ($100,000.00). Each LIBOR Borrowing on the same date, then a separate shall be in an amount of one million dollars ($1,000,000.00) or any higher integral multiple of $1,000,000.00. Each Request for Borrowing shall be submitted by each applicable Borrower (or irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for borrowing Borrowing, Company shall specify indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the respective amounts being requested date specified for such Borrowing, the conditions to such Advance set forth herein, including without limitation, any cost, loss or expense incurred by each applicable Borrower)reason of the liquidation or reemployment of deposits or other funds acquired by Bank to fund the Advance to be made by Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Any After receiving a Request for Borrowing received in the manner provided herein, Agent shall promptly notify each Bank by telephone (confirmed immediately by telex or cable), telex or cable of the Administrative Agent after amount of the Specified Time shall be deemed to have been given by Borrowing and such Bank's pro rata share of such Borrowing, the applicable Borrower date on which the next succeeding Business Day. No Request for Borrowing shall be required is to be delivered in connection with any Borrowing under Section 2.8(g)(i)made, 2.9(f)the interest option selected and, 2.12(b)if applicable, 3.3(c) or 3.3(d) hereofthe Interest Period selected.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower Company shall give the Administrative Agent written or telephonic notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon (Chicago time) on the Specified Time; date the Company requests that any Borrowing of Loans be made to it under the Commitments, and the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (bwhich must be a Business Day, and which date shall be at least three (3) must specify: (iBusiness Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion) and the amount of such Borrowing; . Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and the Lenders have acted in reliance thereon. The Lenders undertake to endeavor in good faith to honor on a same day basis Borrowing requests received later than 12:00 noon (iiChicago time) but shall incur no liability to the Interest Option; Company if it is not reasonably practical for them to honor such requests on a same day basis. Not later than 1:00 p.m. (iiiChicago time) on the date specified for any Borrowing of Loans to be made hereunder, each Lender shall make the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder that such Lender does not intend to make its pro rata share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Federal Funds Rate for such day (or in the case of a request day which is not a Business Day, then for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); preceding day) and (ivy) including a confirmation that thereafter until payment of such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing amount is received by the Administrative Agent after from such Lender, the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request Base Rate in effect for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofeach such day.

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

Manner of Borrowing. Each Borrowing hereunder The Company shall give written or telephonic notice to the Agent (which notice shall be made irrevocable once given and, if given by a single Borrower telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (it being understood and agreed Chicago time) on the date the Company requests that any Qualified Borrower’s Obligations Borrowing of Loans be made to it under the Commitments, and the Agent shall be guaranteed by promptly notify each Bank of the Initial Borrower in accordance with Section 2.9 hereof)Agent's receipt of each such notice. The applicable Borrower Each such notice shall give the Administrative Agent notice at the Agency Services Address of specify the date of each the Borrowing of Loans requested Borrowing hereunder(which must be a Business Day, and which date shall be at least three (3) Business Days subsequent to the date of such notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form case of Exhibit E attached hereto (any Borrowing of Loans constituting a “Request for Borrowing”). Each Request for Borrowing: (aLIBOR Portion) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; . Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Banks have acted in reliance thereon. Not later than 1:00 p.m. (iiChicago time) on the Interest Option; date specified for any Borrowing of Loans to be made hereunder, each Bank shall make the proceeds of its Loan comprising part of such Borrowing available to the Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Agent from each Bank of its pro rata share of such Borrowing. Unless the Agent shall have been notified by a Bank prior to 1:00 (iiiChicago time) on the date a Borrowing is to be made hereunder that such Bank does not intend to make its pro rata share of such Borrowing available to the Agent, the Agent may assume that such Bank has made such share available to the Agent on such date and the Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Agent to the date two (2) Business Days after the date such payment was due, the Federal Funds Rate for such day (or in the case of a request day which is not a Business Day, then for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); preceding day) and (ivy) including a confirmation that thereafter until payment of such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing amount is received by the Administrative Agent after from such Bank, the Specified Time shall be deemed Base Rate as from time to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered time in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofeffect.

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

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by a) For each requested Loan other than an Overnight Loan, the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice at the Agency Services Address a Notice of Borrowing specifying the date of each a requested borrowing and the amount thereof. The Borrower may give a written or oral Notice of Borrowing hereunder, which notice may on the same day it wishes a Loan to be made if said Notice of Borrowing is received by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than 10:00 a.m. (Seattle time) on the Specified Time; and date of the requested borrowing, provided that if the Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than the Prime Rate by giving an Interest Rate Notice (bas defined in Section 2.5(c)(1)) must specify: (i) the amount in respect of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loansborrowing, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% Notice of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower given prior to 10:00 a.m. (Seattle time) on a Business Day at least three (3) Business Days prior to the requested date of borrowing. Requests for borrowing, or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing confirmations thereof, received by the Administrative Agent after the Specified Time shall designated hour will be deemed to have been given by the applicable Borrower received on the next succeeding Business Day. No Request for Each such Notice of Borrowing shall be required irrevocable and shall be deemed to constitute a representation and warranty by the Borrower that as of the date of such notice the statements set forth in Article 6 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender by telephone, telex or facsimile of the date of the requested borrowing and the amount thereof. Each Lender shall before 12:00 noon (Seattle time) on the date of the requested borrowing, pay such Lender's pro rata share of the aggregate principal amount of the requested borrowing in immediately available funds to the Agent at its Commercial Loan Processing Center, Seattle, Washington. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article 5, and after receipt by the Agent of such funds, the Agent will promptly make such funds available to the Borrower at Borrower's general checking account maintained at the Main Branch of U.S. Bank in Portland, Oregon or at such other place as may be designated by Borrower in a writing delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofto Agent.

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

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

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

Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Warehousing Loans not later than 1:00 p.m. (Minneapolis time) on the requested Borrowing Date if Warehousing Loans are requested and not later than 3:00 p.m. (Minneapolis time) on the requested Borrowing Date if Swingline Loans are requested. Each Borrowing hereunder request for Warehousing Loans or Swingline Loans shall specify (i) the aggregate amount of Warehousing Loans or Swingline Loans, as the case may be, requested and (ii) whether such Warehousing Loans or Swingline Loans to be made by a single Borrower (it being understood and agreed each Lender are to be funded as Eurodollar Advances, or Reference Rate Advances; provided, that any Qualified Borrower’s Obligations portion of a Loan not otherwise designated shall be guaranteed funded as a Eurodollar Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/ Conversion. The Agent shall notify each Lender by not later than 2:00 p.m. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Warehousing Loans requested and whether such Lender's Warehousing Loans are to be funded as Reference Rate Advances or Eurodollar Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 3:00 p.m. (Minneapolis time) on the Borrowing Date the total amount of the Warehousing Loans to be made by such Lender. On the Borrowing Date of requested Swingline Loans, U.S. Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 p.m. (Minneapolis time) on the requested Borrowing Date the amount of the requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 3:00 p.m. (Minneapolis time) on any Borrowing Date that such Lender will not make available to the Agent the Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Initial Borrower in accordance Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with Section 2.9 hereof). The applicable Borrower shall give the Administrative Agent notice accrued interest thereon at the Agency Services Address applicable rate or rates provided in Section 2.02. Each request for Warehousing Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Warehousing Loans and (ii) the representations and warranties contained in Section 3 hereof and in Section 5 of the Pledge and Security Agreement, are true and correct with the same force and effect as if made on and as of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereofrequest.

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

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

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof)one or more Borrowers. The applicable Borrower Borrowers shall give the Administrative Agent notice at the Agency Services Address of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication communication, substantially in the form of Exhibit E attached hereto (a “Request for Borrowing”), to which the Borrowers shall attach an updated Borrowing Base Certificate. Any Request for Borrowing may be revoked by the Borrowers, subject to compliance with Section 4.5 hereof. Each Request for Borrowing: , (a) shall be furnished to the Administrative Agent no later than 11:00 a.m. (New York time) at least (i) three (3) Business Days prior to the Specified Timerequested date of the funding of a Term SOFR Loan; and (ii) one (1) Business Day prior to the requested date of the funding of a Reference Rate Loan or Daily Simple SOFR Loan (or, in each case, such shorter period of time as may be agreed to in writing by the Administrative Agent and all Lenders); and (b) must specify: (iA) the applicable Borrower(s); (B) the amount of such Borrowing; (iiC) the Interest Option; Option and (iiiD) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower)therefor. Any Request for Borrowing received by the Administrative Agent after the Specified Time applicable time specified in the immediately preceding sentence shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day; provided, however, with respect to any Request for Borrowing which is received after the applicable time set forth in clauses (a)(i), (ii) and (iii) above, the Administrative Agent and the Lenders shall use best efforts to fund such Loan as a Reference Rate Loan by the date set forth in the applicable Request for Borrowing. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) 4.3 hereof.

Manner of Borrowing. Each Borrowing hereunder shall be made by a single Borrower (it being understood and agreed that any Qualified Borrower’s Obligations shall be guaranteed by the Initial Borrower in accordance with Section 2.9 hereof). The applicable b)The Borrower shall give the Administrative Agent notice at the Agency Services Address of the Borrower's intention to borrow under the Revolving Credit Loan or Declining Revolving Credit Loan at least one Business Day before the requested funding date, in each case specifying: (1) the proposed funding date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in the form of Exhibit E attached hereto such Loan; (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i2) the amount of such BorrowingLoan; (ii3) whether the Interest Option; (iii) in principal amount of any such Revolving Credit Loan, together with the case principal amount of a request for LIBOR Loansall Revolving Credit Loans then outstanding, is within the Interest Period therefor Borrowing Base at such time and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency)is within the Total Revolving Credit Commitment at such time; and (iv4) including 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 confirmation copy of each such notice to each Lender. Not later than 1:00 p.m. Omaha, Nebraska time on the date such Loan is to be funded, each Lender will make available to the Agent in immediately available funds, such Lender's Percentage of such Loan. After the Agent's receipt of such funds, the Agent shall make such Loan available to the Borrower. All notices given under this Section by the Borrower shall be irrevocable and shall be given not 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 notice. For purposes of this Section, the Borrower 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 a representative of the Borrower. The Agent shall promptly give notice to each Lender of each request for a Revolving Credit Loan or Declining Revolving Credit Loan and, in any event, at least by 12:00 p.m., Omaha, Nebraska time, on the second Business Day before the Business Day such Loan is to be made. (b) Unless the Agent shall have received notice from a Lender prior to the date on which such Lender is to provide funds to the Agent for a Loan to be made by such Lender that such Borrowing Lender will not make available to the Agent such funds, the Agent may assume that such Lender has made such funds available to the Agent on the date of such Loan in accordance with Section 2.02(a) of this Agreement and the Agent (in its sole discretion) may, but shall not be secured obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not have so made such funds available to the Agent (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens"Funding Default"), granted such Lender agrees to repay to the Secured PartiesAgent forthwith on demand such corresponding amount together with interest thereon, in and on 100% for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the customary rate reasonably set by the Agent for the correction of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowingerrors among banks. If multiple Borrowers are requesting such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan for purposes of this Agreement. Once a Borrowing on the same dateFunding Default has occurred, then a separate Request for Borrowing the Agent shall be submitted by each applicable Borrower (or such Request for borrowing shall specify no longer have the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by discretion under this Section 2.02(b) to make funds available to the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Dayassumption that the Lenders will make the corresponding funds available to the Agent. No Request for Borrowing In no event shall the Agent be required obligated to be delivered advance funds to the Borrower (and in connection no event shall any other Lender have any liability to the Borrower) if a Defaulting Lender fails to advance its share of such funds to the Agent in accordance with any Borrowing under the requirements of Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c2.02(a) or 3.3(d) hereofof this Agreement. Section 2.03.

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

Manner of Borrowing. Each The Borrower may request Revolving Credit Loans upon the delivery to the Administrative Agent of an Effective Date Borrowing hereunder 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 by not later than 10:00 a.m. (Houston, Texas time) on the 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 its address referred to in Section 10.3, in immediately available funds, the amount of such Bank's Revolving Credit Loan. After (and subject to) the Administrative Agent's receipt of such funds and upon satisfaction of the applicable conditions set forth in Article III, the Administrative Agent shall make such 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 Bank has made such amount available to the Administrative Agent on the date of such Borrowing and 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 Borrowing, the Administrative Agent shall notify such Bank and JPMorgan Chase Bank of such Bank's failure and, if such Bank fails to make its Revolving Credit Loan, JPMorgan Chase Bank may in its sole discretion make an advance (the "Over-Advance") to repay the Administrative Agent forthwith on demand a corresponding amount and the Bank which failed to make its Revolving Credit Loan agrees to repay JPMorgan Chase Bank forthwith on demand a corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to JPMorgan Chase Bank at the interest rate applicable during such period to the Revolving Credit Loans and the principal amount repaid by such Bank shall constitute such Bank's Revolving Credit Loan for purposes of this Agreement. In the event any Bank fails to make available its Revolving Credit Loan to the Administrative Agent on the date of any Borrowing and JPMorgan Chase Bank elects not to make an Over-Advance, each of such Bank and the Borrower agrees to repay to the Administrative Agent forthwith upon demand such corresponding amount together with interest thereon for each day from the date such amount is made available by the Administrative Agent to the date such amount is repaid to the Administrative Agent at the rate applicable to such Revolving Credit Loan. If JPMorgan Chase Bank makes any Over-Advance, JPMorgan 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 of and interest on the Over-Advance shall be paid in full. The failure of any Bank to make any Revolving Credit Loan to be made by a single Borrower (it being understood and agreed that shall not relieve any Qualified Borrower’s Obligations other Bank of its obligation, if any, hereunder to make its Revolving Credit Loan on the date of such Borrowing. No Bank shall be guaranteed responsible for the failure of any other Bank to 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. Each request for Revolving Credit Loans shall be deemed a representation and warranty by the Initial Borrower in accordance with Section 2.9 hereof). The applicable Borrower shall give Borrower, binding upon the Administrative Agent notice at the Agency Services Address Borrower, that all conditions precedent to such Revolving Credit Loan under Article III are satisfied as of the date of each requested Borrowing hereunder, which notice may be by telephone, if confirmed in writing, facsimile, electronic mail, or other written communication substantially in such request and as of the form of Exhibit E attached hereto (a “Request for Borrowing”). Each Request for Borrowing: (a) shall be furnished to the Administrative Agent no later than the Specified Time; and (b) must specify: (i) the amount date of such Borrowing; (ii) the Interest Option; (iii) in the case of a request for LIBOR Loans, the Interest Period therefor and currency (which shall be, subject to Section 2.2 hereof, US Dollars or an Alternate Currency); and (iv) including a confirmation that such Borrowing will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien (subject to Permitted Liens), granted to the Secured Parties, in and on 100% of the Unused Commitments of all Investors, which can be satisfied by checking the box next to such confirmation in a Request for Borrowing. If multiple Borrowers are requesting a Borrowing on the same date, then a separate Request for Borrowing shall be submitted by each applicable Borrower (or such Request for borrowing shall specify the respective amounts being requested by each applicable Borrower). Any Request for Borrowing received by the Administrative Agent after the Specified Time shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. No Request for Borrowing shall be required to be delivered in connection with any Borrowing under Section 2.8(g)(i), 2.9(f), 2.12(b), 3.3(c) or 3.3(d) hereof.