Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. The Company will request a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request a Loan Borrower shall give the Administrative Agent notice of each borrowing hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not accordance with Section 2.9. Not later than 11:00 a.m.1:00 p.m. (New York, Milwaukee New York time, ) on the proposed Borrowing Datedate specified for each borrowing hereunder, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice each Lender will control. Each such request will be effective upon receipt by the Agent and will specify (i) make available the amount of the requested Loan; (ii) Loan to be made by it on such date to the proposed Borrowing Date; (iii) whether such Loan will bear interest Administrative Agent, at the Variable Rate or at Principal Office, in immediately available funds, for the Adjusted LIBOR Rate; and (iv) in account of the case Borrower. The amount of an Adjusted LIBOR Rate Loaneach borrowing hereunder so received by the Administrative Agent shall, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice subject to the other Banksterms and conditions of this Agreement, each of which shall have its respective portion be made available, for and on behalf of the requested Loan available to the Agent in Milwaukee Borrower, in immediately available funds not by no later than 2:00 p.m.1:00 p.m. (New York, Milwaukee New York time); provided, on however, that the Borrowing Date. Out Administrative Agent may, in its discretion, cause such amount to be made available directly to or for the benefit of the funds received from each Bank for Person who is to receive the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf proceeds of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or Loan in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall requestSection 2.10. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available Notwithstanding anything to the Agent such Bank's pro rata share of a requested Loancontrary contained in this Agreement, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If if and to the extent that such BankNortel Networks is a Lender under this Agreement, without giving such notice, shall not have so made such amount available the Borrower further hereby irrevocably agrees that each Loan to be advanced by Nortel Networks to the Borrower in accordance with this Agreement (and only in accordance with this Agreement and after the Administrative Agent, 's receipt of a Notice of Borrowing executed by the Borrower) may (in the discretion of Nortel Networks and if and to the extent that the proceeds of such Bank and the Company severally agree Loan are to repay the Agent forthwith be paid to Nortel Networks) be effectively disbursed on demand such corresponding amount together with interest thereon, for each day from the date set forth in the Agent made Notice of Borrowing for such amount available disbursement to the Company Borrower by virtue of a credit in the amount of such Loan given to the date such amount is repaid to Borrower under the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterSupply Agreement.

Borrowing Procedure. The Company will request Each Swing Line Borrowing shall be made upon any Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by Notice; provided that any telephonic notice (which notice shall must be confirmed in writing if the Agent so requests), which notices will be irrevocable, promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m., Milwaukee time, 1:00 p.m. on the proposed Borrowing Daterequested borrowing date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will shall specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loanto be borrowed, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion be a minimum of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan$100,000, and (ii) in the case requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of such BankBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Federal Funds Rate for each Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the first three days contents thereof. Unless the Swing Line Lender has received notice (by telephone or fraction thereofin writing) after from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of demand the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the Variable Rate for each day (or fraction thereof) thereafterterms and conditions hereof, the Swing Line Lender may on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower in immediately available funds.

Borrowing Procedure. The Company will request a Loan Borrower shall give the Administrative Agent notice of each borrowing hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not accordance with Section 2.9. Not later than 11:00 a.m.a.m. (New York, Milwaukee New York time, ) on the proposed Borrowing Datedate specified for each borrowing hereunder, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice each Lender will control. Each such request will be effective upon receipt by the Agent and will specify (i) make available the amount of the requested Loan; (ii) Loan to be made by it on such date to the proposed Borrowing Date; (iii) whether such Loan will bear interest Administrative Agent, at the Variable Rate or at Principal Office, in immediately available funds, for the Adjusted LIBOR Rate; and (iv) in account of the case Borrower. The amount of an Adjusted LIBOR Rate Loaneach borrowing hereunder so received by the Administrative Agent shall, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice subject to the other Banksterms and conditions of this Agreement, each of which shall have its respective portion be made available, for and on behalf of the requested Loan available to the Agent in Milwaukee Borrower, in immediately available funds not by no later than 2:00 p.m.1:00 p.m. (New York, Milwaukee New York time); provided, on however, that the Borrowing Date. Out Administrative Agent may, in its discretion, cause such amount to be made available directly to or for the benefit of the funds received from each Bank for Person who is to receive the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf proceeds of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or Loan in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall requestSection 2.10. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available Notwithstanding anything to the Agent such Bank's pro rata share of a requested Loancontrary contained in this Agreement, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If if and to the extent that such BankNortel Networks is a Lender under this Agreement, without giving such notice, shall not have so made such amount available the Borrower further hereby irrevocably agrees that each Loan to be advanced by Nortel Networks to the Borrower in accordance with this Agreement (and only in accordance with this Agreement and after the Administrative Agent, 's receipt of a Notice of Borrowing executed by the Borrower) may (in the discretion of Nortel Networks and if and to the extent that the proceeds of such Bank and the Company severally agree Loan are to repay the Agent forthwith be paid to Nortel Networks) be effectively disbursed on demand such corresponding amount together with interest thereon, for each day from the date set forth in the Agent made Notice of Borrowing for such amount available disbursement to the Company Borrower by virtue of a credit in the amount of such Loan given to the date such amount is repaid to Borrower under the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterSupply Agreement.

Borrowing Procedure. The Company will request a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice Each Swing Line Borrowing shall be confirmed in writing if made upon any Borrower’s irrevocable notice to the Agent so requests)Swing Line Lender and the Administrative Agent, which notices will may be irrevocable, to given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m., Milwaukee time, 1:00 p.m. on the proposed Borrowing Daterequested borrowing date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will shall specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loanto be borrowed, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion be a minimum of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan$100,000, and (ii) in the case requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of such BankBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Federal Funds Rate for each Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the first three days contents thereof. Unless the Swing Line Lender has received notice (by telephone or fraction thereofin writing) after from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of demand the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the Variable Rate for each day (or fraction thereof) thereafterterms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower.

Borrowing Procedure. The Company will request In the case of Loans (other than Swing Line Loans), by delivering a Loan hereunder by written Borrowing Request to the Administrative Agent (which the Administrative Agent shall promptly transmit to the Lenders) on or before 12:00 noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day’s notice in the form case of Exhibit 2.2 annexed heretoBase Rate Loans, or by telephonic three Business Days’ notice (which notice shall in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, ormade, in the case of an Adjusted LIBOR LIBO Rate LoanLoans, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the in a minimum amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; $3,000,000 and (iv) an integral multiple of $1,000,000, in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an Adjusted LIBOR Rate integral multiple of $500,000 or, in either case, in the unused amount of the Revolving Loan Commitment. The Borrowing Request shall include the Stated Maturity Date of the Loan which shall not be longer than six months from the requested issuance date of the Loan. With respect to the applicable Interest Period, the Interest Period thereforBorrower will designate an interest period of one, two, three or six months in the Borrowing Request. Upon its receipt On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day, specified in such notice from Borrowing Request. In the Companycase of Loans other than Swing Line Loans, on or before 11:00 a.m. on such Business Day each Lender shall deposit with the Administrative Agent Same Day Funds in an amount equal to such Lender’s Revolving Loan Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall promptly give specify from time to time by notice to the other BanksLenders. To the extent Same Day Funds are received from the Lenders, each of which the Administrative Agent shall have its respective portion of the requested Loan make such funds available to the Agent Borrower by wire transfer to the accounts the Borrower shall have specified in Milwaukee in immediately available funds not its Borrowing Request no later than 2:00 p.m., Milwaukee time, 12:00 noon on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterborrowing. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

Borrowing Procedure. The Company will request In the case of Loans (other than Swing Line Loans), by delivering a Loan hereunder by written Borrowing Request to the Administrative Agent on or before 12:00 p.m. on a Business Day, the Borrowers may from time to time irrevocably request, on not less than one Business Day's notice in the form case of Exhibit 2.2 annexed heretoBase Rate Loans, or by telephonic three Business Days' notice (which notice shall in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, ormade, in the case of an Adjusted LIBOR LIBO Rate LoanLoans, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the in a minimum amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; $5,000,000 and (iv) an integral multiple of $1,000,000, in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an Adjusted LIBOR Rate Loanintegral multiple of $500,000 or, in either case, in the Interest Period thereforunused amount of the applicable Commitment. Upon its receipt On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such notice from Borrowing Request. In the Companycase of Loans other than Swing Line Loans, on or before 10:00 a.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall promptly give specify from time to time by notice to the other BanksLenders. To the extent funds are received from the Lenders, each of which the Administrative Agent shall have its respective portion of the requested Loan make such funds available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan applicable Borrower by wire transfer to the Company accounts such Borrower shall have specified in such amount on behalf of such Banksits Borrowing Request. Notes and No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Notwithstanding the foregoing, any Borrowing Request with respect to any Loan required documents to be delivered prior to the Agent for the account of each Bank shall Closing Date may be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.Acquisition Co.

Borrowing Procedure. The Company will request By delivering a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, Borrowing Request to the Agent not later than on or before 11:00 a.m.A.M., Milwaukee New York time, on a Business Day, Xxxxxxx may from time to time irrevocably request (on not less than three nor more than five Business Days' notice with respect to a Eurocurrency Rate Loan, and not less than one nor more than five Business Days' notice with respect to Prime Rate Loan) that a Borrowing of Revolving Loans be made to the proposed Borrower specified by Xxxxxxx in an Available Currency, if in Dollars, in a minimum amount of $2,000,000 and an integral multiple of $100,000 or if in another Available Currency, in a minimum amount of the Dollar Amount of $2,000,000 and an integral multiple of 100,000 units of such Available Currency, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing Date, orshall be comprised of the same Rate Option of Loans (and, in the case of an Adjusted LIBOR Eurocurrency Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereofLoans, the telephonic notice will controlsame Available Currency), and shall be made on the Business Day, specified in such Borrowing Request. Each The proceeds of each Borrowing shall be advanced to the Borrower specified in the applicable Borrowing Request. On or before 10:00 A.M., New York time, on such request will be effective upon receipt by Business Day each Lender shall deposit with the Agent and will specify (i) same day funds in the applicable Available Currency in an amount equal to such Lender's Percentage of the requested Loan; (ii) Borrowing. Such deposit will be made to such accounts which the proposed Borrowing Date; (iii) whether such Loan will bear interest at Agent shall specify from time to time by notice to the Variable Rate or at Lenders. To the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice extent funds are received from the CompanyLenders, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan make such funds available to the Agent Borrower specified by Xxxxxxx by wire transfer to such accounts as Xxxxxxx shall have specified in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the its Borrowing DateRequest. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will No Lender's obligation to make a any Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered affected by any other Lender's failure to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested any Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request In the case of Loans (other than Swing Line Loans), by delivering a Loan hereunder by written Borrowing Request to the Administrative Agent on or before 12:00 p.m. on a Business Day, the Borrowers may from time to time irrevocably request, on not less than one Business Day’s notice in the form case of Exhibit 2.2 annexed heretoBase Rate Loans, or by telephonic three Business Days’ notice (which notice shall in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, ormade, in the case of an Adjusted LIBOR LIBO Rate LoanLoans, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the in a minimum amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; $5,000,000 and (iv) an integral multiple of $1,000,000, in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an Adjusted LIBOR Rate Loanintegral multiple of $500,000 or, in either case, in the Interest Period thereforunused amount of the applicable Commitment. Upon its receipt On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such notice from Borrowing Request. In the Companycase of Loans other than Swing Line Loans, on or before 10:00 a.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall promptly give specify from time to time by notice to the other BanksLenders. To the extent funds are received from the Lenders, each of which the Administrative Agent shall have its respective portion of the requested Loan make such funds available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan applicable Borrower by wire transfer to the Company accounts such Borrower shall have specified in such amount on behalf of such Banksits Borrowing Request. Notes and No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. Notwithstanding the foregoing, any Borrowing Request with respect to any Loan required documents to be delivered prior to the Agent for the account of each Bank shall Closing Date may be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.Acquisition Co.

Borrowing Procedure. The Company will request a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice Each Swing Line Borrowing shall be confirmed in writing if made upon the Agent so requests), which notices will be irrevocable, Borrower’s irrevocable written request to the Swing Line Lender and the Administrative Agent. Each such Swing Line Loan Notice must be appropriately completed and signed by a Responsible Officer of Borrower and received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m.1:00 p.m., Milwaukee Pacific time, on the proposed Borrowing Daterequested borrowing date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will shall specify (i) the amount to be borrowed, which shall be a minimum of the requested Loan; $100,000, and (ii) the proposed Borrowing Date; requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of a Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (iiiby telephone or in writing) whether that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will bear interest notify the Administrative Agent (in writing) of the contents thereof. Unless the Swing Line Lender has received notice (in writing) from the Administrative Agent (including at the Variable Rate or at the Adjusted LIBOR Rate; and (ivrequest of any Lender) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice prior to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee Pacific time, on the Borrowing Date. Out date of the funds received from each Bank for proposed Swing Line Borrowing (A) directing the making Swing Line Lender not to make such Swing Line Loan as a result of the Loans hereunderlimitations set forth in the proviso to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the terms and conditions hereof, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such BankSwing Line Lender will, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee Pacific time, on a Borrowing Date that the borrowing date specified in such Bank will not Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterBorrower.

Borrowing Procedure. The Company will request a Loan hereunder by written notice By requesting in the form of Exhibit 2.2 annexed hereto, writing or by telephonic notice telephone (which notice shall be promptly confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than writing) on or before 11:00 a.m., Milwaukee Chicago, Illinois time, on the proposed Borrowing Date, ora Banking Day, in accordance with the case provisions of an Adjusted LIBOR Rate Loan, not less than two Business Days before this SECTION 2.3 applicable to the proposed Type of Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereofrequested, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount Company, through one of its Authorized Corporate Officials may, on behalf of the requested Loan; Company or any other Borrower, from time to time irrevocably request that a Borrowing be made (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iva) in the case of Reference Rate Loans, in a minimum aggregate amount of $500,000 and an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt integral multiple of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank$500,000, or in accordance with instructions received from it, together with copies the unused amount of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If Commitments and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (ib) in the case of Fixed Rate Loans of any Type, in a minimum aggregate amount of $500,000 and an integral multiple of $500,000. On the Companyterms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the same Type of Loans, and shall be made on the same Banking Day. On or before 1:00 p.m. (Chicago time) on the Banking Day a requested Borrowing is to be made, each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing and in the applicable currency. Such deposit will be made to an account which the Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the rate Agent shall make such funds available to the applicable Borrower pursuant to such SECTION 2.3.4. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan, and . All telephonic or other oral requests for a Borrowing shall be promptly confirmed in writing by delivery to the Agent of a Borrowing Request therefor (iiincluding delivery by facsimile transmission in accordance with SECTION 10.2) in the case of such Bank, the Federal Funds Rate for each duly executed by an Authorized Corporate Officer of the first three days Company not later than five (or fraction thereof5) Banking Days after the date of demand any such oral request, PROVIDED, HOWEVER, that a Borrower's failure to comply with any of the above requirements shall not in any manner affect the obligations of the applicable Borrower to repay any Loans made to such Borrower in accordance with the terms of this Agreement and the Variable Rate for each day (or fraction thereof) thereafterits Notes.

Borrowing Procedure. The Company will request a (a) Each borrowing by the Borrower hereunder shall be (i) in the case of any Eurodollar Loan, in an aggregate amount of not less than $3,000,000 or an integral multiple of $500,000 in excess thereof; or (ii) in the case of any Base Rate Loan, in an aggregate amount of not less than $500,000 or an integral multiple of $250,000 in excess thereof. Each Loan hereunder by shall be made upon prior written notice from the Borrower to the Agent in the form of Exhibit 2.2 annexed hereto, or by telephonic notice B hereto (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, "Notice of Borrowing") delivered to the Agent not later than 11:00 a.m., Milwaukee 12:00 noon (Houston time, ) (i) on the proposed third Business Day prior to the Borrowing Date, or, in if such borrowing consists of Eurodollar Loans; and (ii) on the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event , if such borrowing consists of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will controlBase Rate Loans. Each such request will Notice of Borrowing shall be effective upon receipt by the Agent irrevocable and will shall specify (i) the amount of the requested Loanproposed borrowing and of each Loan comprising a part thereof; (ii) the proposed Borrowing Date; (iii) whether such the Type of Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Raterequested; and (iv) in the case of an Adjusted LIBOR Rate with respect to any Eurodollar Loan, the Interest Period thereforwith respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than ten (10) Interest Periods in effect at any one time under this Agreement); and (v) the demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Upon Promptly upon its receipt of such notice from the Companya Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available confirmed in writing by delivery to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Dateof a Notice of Borrowing. Out of the funds received from each Bank for the making of the Loans hereunder, Neither the Agent will make a Loan nor any Bank shall incur any liability to the Company Borrower in such amount on behalf of such Banks. Notes and other required documents delivered acting upon any telephonic notice referred to above which the Agent for the account of each Bank shall be promptly delivered believes in good faith to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified given by telephone, confirmed promptly thereafter the Borrower or for otherwise acting in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereaftergood faith under this Section 2.2(a).

Borrowing Procedure. The Company will By delivering a Revolving Loan Borrowing Request to the Agent on a Business Day on or before 10:00 a.m. (New York City time), the Borrower may from time to time irrevocably request a Loan hereunder by written to be made (a) (i) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the LIBO Rate, on not less than three nor more than five Business Days’ notice, and in respect of any Borrowing comprised of (ii) Revolving Loans denominated in an Alternate Currency bearing interest at the LIBO Rate, on not less than five nor more than ten Business Days, notice and (b) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the Alternate Base Rate, on not less than one Business Day’s notice. Each Revolving Loan Borrowing Request must be in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof in the form case of Exhibit 2.2 annexed heretoRevolving Loans made in an Alternate Currency. Subject to the terms and conditions of this Agreement, or by telephonic notice (which notice each Revolving Loan Borrowing shall be confirmed made on the Business Day specified in writing if the Revolving Loan Borrowing Request therefor. On such Business Day, each Lender shall deposit in an account maintained with the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee timesame day funds, on the proposed Borrowing Date, or before 11:00 a.m. (New York City time) (or, in the case of Loans denominated in a currency other than Dollars, on or before a mutually agreed upon time), in an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each amount equal to such request will be effective upon receipt by the Agent and will specify (i) the amount Lender’s Percentage of the requested Loan; (ii) the proposed Revolving Loan Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loanrelevant currency, the Interest Period therefor. Upon its receipt of such notice from the Company, deposit to be made to such account as the Agent shall promptly give specify from time to time by notice to the other Banks, each of which shall have its respective portion of the requested Lenders. No Lender’s obligation to make any Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered affected by any other Lender’s failure to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested any Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request a Loan Borrower shall give the Administrative Agent notice of each borrowing hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not accordance with Section 2.9. Not later than 11:00 a.m.1:00 p.m. (New York, Milwaukee New York time, ) on the proposed Borrowing Datedate specified for each borrowing hereunder, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice each Lender will control. Each such request will be effective upon receipt by the Agent and will specify (i) make available the amount of the requested Loan; (ii) Loan to be made by it on such date to the proposed Borrowing Date; (iii) whether such Loan will bear interest Administrative Agent, at the Variable Rate or at Principal Office, in immediately available funds, for the Adjusted LIBOR Rate; and (iv) in account of the case Borrower. The amount of an Adjusted LIBOR Rate Loaneach borrowing hereunder so received by the Administrative Agent shall, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice subject to the other Banksterms and conditions of this Agreement, each of which shall have its respective portion be made available, for and on behalf of the requested Loan available to the Agent in Milwaukee Borrower, in immediately available funds not by no later than 2:00 p.m.1:00 p.m. (New York, Milwaukee New York time); provided, on however, that the Borrowing Date. Out Administrative Agent may, in its discretion, cause such amounts to be made available directly to or for the benefit of the funds received from each Bank for Person who is to receive the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf proceeds of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or Loan in accordance with instructions received from it, together with copies of such other documents received in connection with Section 2.10 (e.g. the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If Vendor) if and to the extent that proceeds of such Bank, without giving such notice, shall not have so made such amount available borrowing are used to pay for Nortel Networks Goods and Services. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that Nortel Networks is a Lender under this Agreement, the Borrower further hereby irrevocably agrees that each Loan to be advanced by Nortel Networks to the Borrower in accordance with this Agreement (and only in accordance with this Agreement and after the Administrative Agent, 's receipt of a Notice of Borrowing executed by the Borrower) may (in the discretion of Nortel Networks and if and to the extent that the proceeds of such Bank and the Company severally agree Loan are to repay the Agent forthwith be paid to Nortel Networks) be effectively disbursed on demand such corresponding amount together with interest thereon, for each day from the date set forth in the Agent made Notice of Borrowing for such amount available disbursement to the Company Borrower by virtue of a credit in the amount of such Loan given to the date such amount is repaid to Borrower under the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterMaster Purchase Agreement.

Borrowing Procedure. The Company will request a Loan Loans hereunder by written notice shall be made at the principal ------------------- banking office of the Agent located in Philadelphia, Pennsylvania (or, in the form case of Exhibit 2.2 annexed heretoa successor Agent, or the office identified by such successor Agent), upon telephonic notice from the Company to the Agent specifying (i) the date, which must be a Business Day, of the proposed borrowing (hereinafter referred to as a "Funding Date") (ii) the principal amount and type of the proposed Loan and (iii) in the case of a Eurodollar Loan, the initial Interest Period for such Loan. Such telephonic notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, given to the Agent not later than 11:00 a.m.2:00 p.m., Milwaukee time, Agent's local time on the proposed Borrowing first (1st) Business Day prior to the Funding Date, or, in the case of an Adjusted LIBOR Prime Rate LoanLoans, and not less later than two 2:00 p.m., Agent's local time on the second (2nd) Business Days before Day prior to the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) Funding Date in the case of an Adjusted LIBOR Rate Loan, the Interest Period thereforEurodollar Loans. Upon its receipt of such telephonic notice from the Company, the Agent shall promptly give telephonic notice to the each other BanksBank, and each of which such Bank shall have its respective portion of the requested Loan Loans available to the Agent in Milwaukee Agent's principal banking office in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Funding Date. Out of the funds received from each Bank the Banks for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such BanksBank. Notes and The failure of any of the Banks to lend in accordance with its Commitment shall not relieve the other required documents Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Commitment. Documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless Within five (5) Business Days after each Funding Date, the Agent Company shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available deliver to the Agent such Bank's pro rata share a written certification, dated as of a requested Loan, the Agent may assume that such Bank has made such amount available to Funding Date in the Agent and, form of Exhibit C attached hereto confirming --------- the matters set forth in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at clauses (i) in the case through (iii) of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterthis Section 2.1.

Borrowing Procedure. The Company will request a Loan Borrower shall give the Administrative Agent notice of each borrowing hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not accordance with Section 2.9. Not later than 11:00 a.m.12:00 noon (New York, Milwaukee New York time, ) on the proposed Borrowing Datedate specified for each borrowing hereunder, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice each Lender will control. Each such request will be effective upon receipt by the Agent and will specify (i) make available the amount of the requested Loan; (ii) Loan to be made by it on such date to the proposed Borrowing Date; (iii) whether such Loan will bear interest Administrative Agent, at the Variable Rate or at Principal Office, in immediately available funds, for the Adjusted LIBOR Rate; and (iv) in account of the case Borrower. The amount of an Adjusted LIBOR Rate Loaneach borrowing hereunder so received by the Administrative Agent shall, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice subject to the other Banksterms and conditions of this Agreement, each of which shall have its respective portion be made available, for and on behalf of the requested Loan available to the Agent in Milwaukee Borrower, in immediately available funds not by no later than 2:00 p.m.p.m. (New York, Milwaukee New York time); provided, on however, that the Borrowing Date. Out Administrative Agent may, in its discretion, cause such amount to be made available directly to or for the benefit of the funds received from each Bank for Person who is to receive the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf proceeds of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or Loan in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall requestSection 2.10. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available Notwithstanding anything to the Agent such Bank's pro rata share of a requested Loancontrary contained in this Agreement, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If if and to the extent that such BankNortel Networks is a Tranche A Lender under this Agreement, without giving such notice, shall not have so made such amount available the Borrower further hereby irrevocably agrees that each Tranche A Loan to be advanced by Nortel Networks to the Borrower in accordance with this Agreement (and only in accordance with this Agreement and after the Administrative Agent, 's receipt of a Notice of Borrowing executed by the Borrower) may (in the discretion of Nortel Networks and if and to the extent that the proceeds of such Bank and the Company severally agree Loan are to repay the Agent forthwith be paid to Nortel Networks) be effectively disbursed on demand such corresponding amount together with interest thereon, for each day from the date set forth in the Agent made Notice of Borrowing for such amount available disbursement to the Company Borrower by virtue of a credit in the amount of such Loan given to the date such amount is repaid to Guarantor under the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterSupply Agreement.

Borrowing Procedure. The Company will request a Loan hereunder Borrower may from time to time by written telecopied notice or notice transmitted electronically through the Agent's Execubank Service (the "Notice of Borrowing") delivered by not later than 11:00 a.m. (Central Time) on any Business Day to the Agent (which shall give notice thereof to each other Bank on or before 12:30 p.m. on such Business Day) request Loans from all Banks in an integral multiple of $1,000.00 to be made on the same Business Day specified in such notice. On or before 2:00 p.m., Central Time, on the date specified in such notice, each Bank shall furnish or make available for the account of the Agent, in immediately available funds, or the Agent shall have been advised of a confirming Federal Reserve Bank wire number, an amount equal to such Banks' Percentage of the aggregate amount of Loans requested. All Loans shall be made at the office of the Agent by credit in immediately available funds to Borrower's general deposit account maintained with the Agent on the Business Day specified. In the case of any Loan by any Bank other than the Agent, the Agent shall be required to make such credit only to the extent that it shall have received immediately available funds or been advised of a confirming Federal Reserve Bank wire number from such Bank as above provided. Each Notice of Borrowing shall be in the form of Exhibit 2.2 annexed EXHIBIT A attached hereto, or by telephonic notice (which notice . Each Notice of Borrowing shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, irrevocable and binding on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall requestBorrower. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by received notice from a Bank not later than 1:00 p.m., Milwaukee time, on a prior to the date of any Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share Banks' Percentage of a requested Loansuch Borrowing, the Agent may assume that such Bank has made such amount portion available to the Agent andon the date of such Borrowing in accordance with this Section 2.2 and the Agent may, in reliance upon such assumption, make available to the Company Borrower on such Borrowing Date date a corresponding amountmeant. If and to the extent that such Bank, without giving such notice, Bank shall not have so made such amount Percentage available to the Agent, such Bank and the Company severally agree agrees to repay to the Agent forthwith on demand such corresponding amount meant together with interest thereon, for each day from the date the Agent such mount is made such amount available to the Company to Borrower until the date such amount is repaid to the Agent, at (i) in the case of Reference Rate; PROVIDED, HOWEVER, if such Bank shall repay to the CompanyAgent such corresponding amount, the rate applicable to amount repaid shall constitute such Loan, and (ii) in the case Bank's Loan as part of such Bank, Borrowing for purposes of this Agreement. The failure of any Bank to make the Federal Funds Rate for each Loan as part of the first three days (or fraction thereof) after any Borrowing shall not relieve any other Bank of its obligation to make its Loan on the date of demand and such Borrowing, but no Bank shall be responsible for the Variable Rate for each day (or fraction thereof) thereafterfailure of any other Bank to make the Loan to be made by such other Bank. The Agent shall use its best efforts to give Borrower notice of any Banks' failure to make its Loan.

Borrowing Procedure. The Company will request a Loan hereunder by written notice in On the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, terms and subject to the Agent not later than 11:00 a.m.conditions of this Agreement, Milwaukee time, on the proposed by delivering a Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify Request (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iva) in the case of an Adjusted LIBOR Rate Loan, Revolving Loans for operating costs set forth in the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion Operating Component of the requested Loan available to Budget, or for Project Costs set forth in the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out Construction Component of the funds received from each Bank for the making of the Loans hereunderBudget, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bankas applicable, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (ib) in the case of Delayed Draw Term A-1 Loans15 or Delayed Draw Term B-1 Loans for operating costs set forth in the CompanyOperating Component of the Budget, the rate applicable to such Loan, and (ii) or an Advance Request in the case of Delayed Draw Term A Loans, Delayed Draw Term A-1 Loans or Delayed Draw Term B-1 Loans for Project Costs set forth in the Construction Component of the Budget, to the Administrative Agent on or before 10:00 a.m., New York City time, on a Business Day, Greektown Holdings may from time to time irrevocably request, on not less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five (5) Business Days’ notice, that a Borrowing be made. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such BankBorrowing Request or Advance Request, as applicable, executed by an Authorized Representative of the Borrowers and the Subsidiary Guarantors to the effect that (i) the proposed Credit Extension and its intended use are consistent with the terms of the Loan Documents and the Budget and are necessary, after giving effect to the application of Available Cash as set forth herein, (ii) the Borrowers and the Subsidiary Guarantors have observed or performed all of their covenants and other agreements and have satisfied in all material respects every condition contained in the Loan Documents to be observed, performed or satisfied by one or more of them, and (iii) such Authorized Representative has no knowledge of any Default. On or before 2:00 p.m. (New York City time) 15 Amended by the Fourth Amendment to DIP Credit Agreement. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds for Loans are received from the Lenders, the Federal Funds Rate for each of Administrative Agent shall make such funds available to the first three days (Borrowers by wire transfer to the account specified in the Borrowing Request or fraction thereof) after Advance Request, as the date of demand and the Variable Rate for each day (or fraction thereof) thereaftercase may be.

Borrowing Procedure. The Company will request a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice Borrowers shall be confirmed in writing if give the Agent so requests)notice of each requested borrowing hereunder in accordance with SECTION 3.7 pursuant to the delivery of a Borrowing Request. The amount requested to be borrowed shall, which notices will subject to the terms and conditions of this Agreement, be irrevocablemade available to Borrowers not later than 1:00 p.m. Milwaukee, Wisconsin, time on the date specified for such borrowing, in immediately available funds, to the Agent not later than 11:00 a.m., Milwaukee account as designated by Borrowers from time to time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the CompanyBorrower, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan loans available to the Agent in Milwaukee Milwaukee, Wisconsin, in immediately available funds not later than 2:00 p.m.noon, Milwaukee time, on the Borrowing Dateborrowing date. Out of the funds received from each Bank for the making of the Loans loans hereunder, the Agent will make a Loan loan to the Company Borrower in such amount on behalf of such BanksBank. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m.noon, Milwaukee time, on a Borrowing Date borrowing date that such Bank will not make available to the Agent such Bank's pro rata share of a the requested Loanloan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, may, if it so chooses, make available to the Company Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company Borrower severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company Borrower to the date such amount is repaid to the Agent, at (i) in the case of the CompanyBorrower, the rate applicable to such Loanfor the loan in question, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate its prime rate or comparable rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request a Loan hereunder Borrower shall give the Lender notice of each Revolving Credit Advance by written notice in means of an Advance Request Form containing the form of Exhibit 2.2 annexed hereto, information required therein and delivered (by hand or by mechanically confirmed facsimile) to the Lender no later than 1:00 p.m. (Springdale, Arkansas time) on the day on which the Revolving Credit Advance is desired to be funded. There shall not be a minimum amount for any advance hereunder. The Lender at its option may accept telephonic notice (which notice requests for such Advances, provided that such acceptance shall not constitute a waiver of the Lender’s right to require delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for a Revolving Credit Advance by the Borrower shall be promptly confirmed in writing if the Agent so requests), which notices will be irrevocable, by submission of a properly completed Advance Request Form to the Agent Lender, but failure to deliver an Advance Request Form shall not later than 11:00 a.m., Milwaukee time, on be a defense to payment of the proposed Borrowing Date, or, in Advance. The Lender shall have no liability to the case Borrower for any loss or damage suffered by the Borrower as a result of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event Lender’s honoring of any inconsistency between requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to the telephonic notice Lender by the Borrower and the written confirmation thereof, Lender shall have no duty to verify the telephonic notice will control. Each origin of any such request will be effective upon receipt by communication or the Agent and will specify (i) the amount identity or authority of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period thereforPerson sending it. Upon its receipt of such notice from the Company, the Agent shall promptly give notice Subject to the other Banksterms and conditions of this Agreement, each of which Revolving Credit Advance shall have its respective portion of the requested Loan be made available to the Agent in Milwaukee Borrower by depositing the same, in immediately available funds not later than 2:00 p.m.funds, Milwaukee time, on the Borrowing Date. Out in an account of the funds received from each Bank for the making Borrower designated by an agent or representative of the Loans hereunderBorrower (such agent or representative being Bxx Xxxxxx, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such BankSxxxx Xxxxxx, Dxxx Xxxxxx, or in accordance with instructions received from it, together with copies of such other documents received in connection Jxx Xxxxxx) maintained with the borrowing as such Bank shall request. Unless Lender at the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterPrincipal Office.

Borrowing Procedure. The Company will request a Loan hereunder Any Borrower shall give the Lender notice by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case means of an Adjusted LIBOR Rate Loan, not less than two Advance Request Form of each requested Advance at least one (1) Business Days before the proposed Borrowing Date. In requested date of each Base Rate Advance, and at least three (3) Business Days before the event requested date of any inconsistency between each LIBOR Advance, specifying: (a) the telephonic notice and the written confirmation thereofrequested date of such Advance (which shall be a Business Day), the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (ib) the amount of the requested Loan; such Advance, (iic) the proposed Borrowing Date; (iii) whether such Loan will bear interest at Type of the Variable Rate or at the Adjusted LIBOR Rate; Advance, and (ivd) in the case of an Adjusted a LIBOR Rate LoanAdvance, the duration of the Interest Period thereforfor such Advance. Upon The Lender at its receipt option may accept telephonic requests for Advances, provided that such acceptance shall not constitute a waiver of such notice from the CompanyLender's right to delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for an Advance by any Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to the Lender. Each Advance shall be in a minimum principal amount of $1,000,000 or an integral multiple thereof. The aggregate principal amount of LIBOR Advances having the same Interest Period shall be at least equal to $1,000,000. Subject to fulfillment of all the applicable terms and conditions of this Agreement, the Agent shall promptly give notice to the other Banks, Lender will make each of which shall have its respective portion of the requested Loan Advance available to the Agent in Milwaukee applicable Borrower by depositing the same, in immediately available funds funds, in an account of the applicable Borrower (designated by the applicable Borrower) maintained with the Lender at the Principal Office. All notices under this Section shall be irrevocable and shall be given not later than 2:00 p.m., Milwaukee time, 11:00 A.M. on the Borrowing Dateday which is not less than the number of Business Days specified above for such notice. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank Each Advance request shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with irrevocable and binding on the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterBorrowers.

Borrowing Procedure. The Company will request a (a) Each Loan to be made hereunder by shall be in such minimum principal amount and subject to such advance written notice to Agent as shall be specified in the Schedule. Each such written notice of borrowing shall be in substantially the form of Exhibit 2.2 annexed hereto, or by telephonic notice EXHIBIT A (which notice with appropriate completions). Each borrowing of Loans hereunder shall be confirmed made from the Lenders through advances of their respective Pro Rata Shares of such Loan. Agent will promptly notify each Lender of Agent's receipt of any notice of borrowing and of the amount of such Lender's Pro Rata Share of such requested borrowing. Each Lender will make the amount of its Pro Rata Share of each such borrowing available to Agent for the account of Borrower or Additional Borrower, as applicable, in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than accordance with Agent's Payment Instructions by 11:00 a.m., Milwaukee a.m. (New York City time, ) on the proposed Borrowing Date, oras notified by Agent, in funds immediately available to Agent. Upon fulfillment of the applicable conditions set forth in Section 3.1 and 3.2, and subject to the Funding Procedures and Policies, Agent shall make the proceeds of the Loans available to Borrower or Additional Borrower, as applicable, in accordance with Borrower's payment instructions. Without limiting the generality of the foregoing, in the case of an Adjusted LIBOR Rate Loanany Loans made hereunder for the purpose of paying the purchase price of Cisco Products, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to pay the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making proceeds of the Loans hereunder, the Agent will make a Loan directly to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such LoanVendor, and (ii) if such Vendor is Cisco Systems, each such Loan shall be deemed to be outstanding hereunder and under the Notes evidencing such Loans effective as of the date occurring 30 days after the invoice date of the Cisco Products which are being financed by such Loans (or on such date thereafter as Cisco Systems shall agree to in its sole discretion), and Lenders are hereby authorized to make such Loans at the request of CSCC (through Agent) without being required to receive a notice of borrowing with respect thereto, PROVIDED that if Borrower provides written notice to Agent within 25 days after the invoice date that payment or performance due Cisco Systems is not then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, then clause (ii) of this section shall not apply and no such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Vendor and any other intended recipient, if any, of Loan proceeds. Notwithstanding anything in the case Funding Procedures and Policies to the contrary, Agent shall, subject to the provisions of this Agreement, make Loan proceeds available to any Vendor or other recipient thereof on or not later than five Banking Days after the requested Borrowing Date. Notwithstanding anything in this Agreement to the contrary, on any date after any amount of interest or fees becomes payable by Borrower to Agent or any Lender under this Agreement or any other Loan Document, Borrower shall be deemed to have submitted a notice of borrowing requesting Lenders to make Tranche X Loans to Borrower in the aggregate amount of such Bankinterest and/or fees, whereupon, provided no Default or Event of Default has occurred and is continuing, Lenders shall make such Tranche X Loans, subject to the terms and conditions set forth in this Agreement, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand Schedule and the Variable Rate other Loan Documents, and Agent shall retain the proceeds of such Tranche X Loans and shall immediately apply such [*] Indicates confidential treatment requested. proceeds as payment by Borrower for each day (or fraction thereof) thereaftersuch interest and/or fees. All borrowings of Loans shall be subject to the Funding Procedures and Policies unless CSCC shall no longer act as Agent hereunder.

Borrowing Procedure. The Company will request Borrower shall give the Administrative Agent notice by means of a Loan hereunder by written notice in Request Form of each requested Loan at least one Business Day before the form requested date of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR each Base Rate Loan, not less than two Loan and at least three Business Days before the proposed Borrowing Date. In requested date of each Eurodollar Loan, specifying: (a) the event requested date of any inconsistency between the telephonic notice and the written confirmation thereofsuch Loan (which shall be a Business Day), the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (ib) the amount of the requested such Loan; , (iic) the proposed Borrowing Date; (iii) whether such Loan will bear interest at Type of the Variable Rate or at the Adjusted LIBOR Rate; Loan, and (ivd) in the case of an Adjusted LIBOR Rate a Eurodollar Loan, the duration of the Interest Period thereforfor such Loan. Upon The Administrative Agent at its option may accept telephonic requests for Loans, provided that such acceptance shall not constitute a waiver of the Administrative Agent's right to delivery of a Loan Request Form in connection with subsequent Loans. Any telephonic request for a Loan by the Borrower shall be promptly confirmed by submission of a properly completed Loan Request Form to the Agent. Each Loan shall be in a minimum principal amount of the lesser of (i) the unused amount of the Commitment or (ii) $500,000 and in integral multiples of $100,000. The aggregate principal amount of Eurodollar Loans having the same Interest Period shall be at least equal to $500,000. The Administrative Agent shall notify each Bank of the contents of each such notice. Not later than 12:00 Noon, New York, New York time on the date specified for each Loan hereunder, each Bank will make available to the Administrative Agent at the Principal Office in immediately available funds, for the account of the Borrower, its pro rata share of each Loan. After the Administrative Agent's receipt of such notice from the Company, the Agent shall promptly give notice funds and subject to the other Banksterms and conditions of this Agreement, the Administrative Agent will make each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee Borrower by either depositing the same, in immediately available funds, in an account of the Borrower (designated by the Borrower) maintained with the Administrative Agent at the Principal Office or wiring the funds to an account as designated by the Borrower in writing. All notices under this Section shall be irrevocable and shall be given not later than 2:00 p.m.12:00 Noon, Milwaukee timeNew York, New York, time on the Borrowing Date. Out day which is not less than the number of the funds received from each Bank Business Days specified above for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request a Loan loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m.12:00 noon, Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less later than two 10:30 a.m. (Milwaukee time) on the date three Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loanloan; (ii) the proposed Borrowing Date; (iii) whether such Loan loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice of such borrowing request to the other Banks, each of which Banks not later than 1:30 p.m. (Milwaukee time) on the Borrowing Date. Each Bank shall have its respective portion of the requested Loan loans available to the Agent in Milwaukee in immediately available funds not later than 2:00 3:30 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans loans hereunder, the Agent will make a Loan loan to the Company in such amount on behalf of such BanksBank. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 3:30 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a the requested Loanloan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such LoanVariable Rate, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.fraction

Borrowing Procedure. The Company will request a Loan Borrower shall give the ------------------- Administrative Agent notice of each borrowing hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not accordance with Section 2.9. Not later than 11:00 a.m.1:00 p.m. (New York, Milwaukee New York time, ) on the proposed Borrowing Datedate specified for each borrowing hereunder, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice each Lender will control. Each such request will be effective upon receipt by the Agent and will specify (i) make available the amount of the requested Loan; (ii) Loan to be made by it on such date to the proposed Borrowing Date; (iii) whether such Loan will bear interest Administrative Agent, at the Variable Rate or at Principal Office, in immediately available funds, for the Adjusted LIBOR Rate; and (iv) in account of the case Borrower. The amount of an Adjusted LIBOR Rate Loaneach borrowing hereunder so received by the Administrative Agent shall, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice subject to the other Banksterms and conditions of this Agreement, each of which shall have its respective portion be made available, for and on behalf of the requested Loan available to the Agent in Milwaukee Borrower, in immediately available funds not by no later than 2:00 p.m.1:00 p.m. (New York, Milwaukee New York time); provided, on however, that the Borrowing Date. Out Administrative Agent may, in its discretion, cause such amount to be made available directly to or for the benefit of the funds received from each Bank for Person who is to receive the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf proceeds of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or Loan in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall requestSection 2.10. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available Notwithstanding anything to the Agent such Bank's pro rata share of a requested Loancontrary contained in this Agreement, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If if and to the extent that such BankNortel Networks is a Lender under this Agreement, without giving such notice, shall not have so made such amount available the Borrower further hereby irrevocably agrees that each Loan to be advanced by Nortel Networks to the Borrower in accordance with this Agreement (and only in accordance with this Agreement and after the Administrative Agent, 's receipt of a Notice of Borrowing executed by the Borrower) may (in the discretion of Nortel Networks and if and to the extent that the proceeds of such Bank and the Company severally agree Loan are to repay the Agent forthwith be paid to Nortel Networks) be effectively disbursed on demand such corresponding amount together with interest thereon, for each day from the date set forth in the Agent made Notice of Borrowing for such amount available disbursement to the Company Borrower by virtue of a credit in the amount of such Loan given to the date such amount is repaid to Borrower under the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterMaster Purchase Agreement.

Borrowing Procedure. The Company will request Borrower shall give the Administrative Agent notice by means of a Loan hereunder by written notice in Request Form of each requested Loan at least one Business Day before the form requested date of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR each Base Rate Loan, not less than two Loan and at least three Business Days before the proposed Borrowing Date. In requested date of each Eurodollar Loan, specifying: (a) the event requested date of any inconsistency between the telephonic notice and the written confirmation thereofsuch Loan (which shall be a Business Day), the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (ib) the amount of the requested such Loan; , (iic) the proposed Borrowing Date; (iii) whether such Loan will bear interest at Type of the Variable Rate or at the Adjusted LIBOR Rate; Loan, and (ivd) in the case of an Adjusted LIBOR Rate a Eurodollar Loan, the duration of the Interest Period thereforfor such Loan. Upon The Administrative Agent at its option may accept telephonic requests for Loans, provided that such acceptance shall not constitute a waiver of the Administrative Agent's right to delivery of a Loan Request Form in connection with subsequent Loans. Any telephonic request for a Loan by the Borrower shall be promptly confirmed by submission of a properly completed Loan Request Form to the Agent. Each Loan shall be in a minimum principal amount of $500,000 or an integral multiple thereof. The aggregate principal amount of Eurodollar Loans having the same Interest Period shall be at least equal to $500,000. The Administrative Agent shall notify each Bank of the contents of each such notice. Not later than 1:00 P.M. New York, New York time on the date specified for each Loan hereunder, each Bank will make available to the Administrative Agent at the Principal Office in immediately available funds, for the account of the Borrower, its pro rata share of each Loan. After the Administrative Agent's receipt of such notice from the Company, the Agent shall promptly give notice funds and subject to the other Banksterms and conditions of this Agreement, the Administrative Agent will make each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee Borrower by depositing the same, in immediately available funds not later than 2:00 p.m.funds, Milwaukee time, on the Borrowing Date. Out in an account of the funds received from each Bank for Borrower (designated by the making of Borrower) maintained with the Loans hereunder, Administrative Agent at the Agent will make a Loan to the Company in such amount on behalf of such BanksPrincipal Office. Notes and other required documents delivered to the Agent for the account of each Bank All notices under this Section shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank irrevocable and shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank be given not later than 1:00 p.m.P.M. New York, Milwaukee timeNew York, time on a Borrowing Date that such Bank will the day which is not make available to less than the Agent such Bank's pro rata share number of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving Business Days specified above for such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request In order to borrow Loans, the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan hereunder by written notice in Borrowing Request to the form of Exhibit 2.2 annexed heretoAdministrative Agent; provided, or by that, any telephonic notice (which notice shall must be confirmed in writing if the Agent so requests), which notices will be irrevocable, promptly followed by delivery to the Administrative Agent of a Borrowing Request. Each such Borrowing Request must be received not later than 11:00 a.m., Milwaukee time, 12:00 P.M. (i) on the proposed requested Borrowing Date, or, in the case of an Adjusted LIBOR Date for Base Rate Loan, not less than Loans and (ii) two Business Days before the proposed requested Borrowing DateDate for Term SOFR Loans. In For the event avoidance of doubt, if the Borrower fails to specify in a Borrowing Request whether such Loan shall be a Base Rate Loan or a Term SOFR Loan, then the applicable Loans shall be made as Term SOFR Loans with an Interest Period of one month. If the Borrower requests a borrowing of Term SOFR Loans in any inconsistency between the telephonic notice and the written confirmation thereofsuch Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt, the telephonic Administrative Agent forthwith shall give notice will controlto each Lender of the substance of the Borrowing Request. Each Not later than 1:00 P.M. on the Borrowing Date specified in the applicable Borrowing Request (which shall be a Business Day), each Lender shall make available to the Administrative Agent such request will be effective upon receipt by the Agent and will specify (i) the amount Xxxxxx’s Pro Rata Share of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest Loans in funds immediately available at the Variable Rate Administrative Agent’s Office. Subject to satisfaction, or at waiver by the Adjusted LIBOR Rate; and (iv) in the case Lenders required to waive any condition precedent not satisfied, of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent applicable conditions precedent contained in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee timeArticle VI, on the Borrowing Date. Out of Date the funds received from each Bank for the making of the Loans hereunderAdministrative Agent shall make available, the Agent will make a Loan in like funds, to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to Borrower the amounts received by the Administrative Agent for from the Lenders either by (a) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (b) wire transfer of such funds, in each Bank shall be promptly delivered to such Bank, or case in accordance with instructions received from it, together with copies of such other documents received in connection with provided to (and reasonably acceptable to) the borrowing as such Bank shall request. Unless Administrative Agent by the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterBorrower.

Borrowing Procedure. The Company will request a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m.12:00 noon, Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less later than two 10:30 a.m. (Milwaukee time) on the date three Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount and type of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice of such borrowing request to the other Banks, each of which Banks not later than 1:30 p.m. (Milwaukee time) on the Borrowing Date. Each Bank shall have its respective portion of the requested Loan Loans available to the Agent in Milwaukee in immediately available funds not later than 2:00 3:30 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such BanksBank. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 3:30 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a the requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such LoanVariable Rate, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request In the case of other than Swing Line ------------------- Loans, by delivering a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, Borrowing Request to the Administrative Agent not later than 11:00 a.m.on or before 12:00 noon, Milwaukee New York time, on a Business Day, the proposed Borrowing DateBorrower may from time to time irrevocably request, or, on not less than one Business Day's notice in the case of an Adjusted LIBOR Base Rate LoanLoans, or not less than two three Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic Days' notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of Fixed Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be made in a minimum amount of $1,000,000 and an Adjusted LIBOR integral multiple of $500,000, or in the unused amount of the applicable Commitment; provided, however, that all initial Loans shall be made as Base Rate Loan-------- ------- Loans. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Interest Period therefortype of Loans, and shall be made on the Business Day, specified in such Borrowing Request. Upon its receipt In the case of other than Swing Line Loans, on or before 11:00 a.m., New York time, on such notice from Business Day each Lender that has a Commitment to make the Company, Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall promptly give specify from time to time by notice to the other BanksLenders. To the extent funds are received from the Lenders, each of which the Administrative Agent shall have its respective portion of the requested Loan make such funds available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan Borrower by wire transfer to the Company accounts the Borrower shall have specified in such amount on behalf of such Banksits Borrowing Request. Notes and other required documents delivered No Lender's obligation to the Agent for the account of each Bank make any Loan shall be promptly delivered affected by any other Lender's failure to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested any Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will request Each Swing Line Borrowing shall be made upon any Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by Notice; provided that any telephonic notice (which notice shall must be confirmed in writing if the Agent so requests), which notices will be irrevocable, promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m., Milwaukee time, 1:00 p.m. on the proposed Borrowing Daterequested borrowing date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will shall specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loanto be borrowed, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion be a minimum of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan$100,000, and (ii) in the case requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of such BankBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Federal Funds Rate for each Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the first three days contents thereof. Unless the Swing Line Lender has received notice (by telephone or fraction thereofin writing) after from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of demand the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the Variable Rate for each day (or fraction thereof) thereafterterms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower.

Borrowing Procedure. The Company will request By delivering a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, Borrowing Request ------------------- to the Administrative Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of LIBO Rate Loans, at or before 11:00 A.M., San Francisco time, not less than three Business Days' prior to the Company, date on which the rate applicable requested Borrowing is to such Loanbe made, and (ii) in the case of such BankBase Rate Loans, at or before 10:00 A.M., San Francisco time, on the Business Day on which the requested Borrowing is to be made, the Federal Funds Rate for each Borrower may from time to time irrevocably request a Borrowing of Loans be made in minimum amounts of $10,000,000 or in the unused amount of the first three days (Total Commitment Amount. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the same type of Loans, and shall be made on the Business Day specified in such Borrowing Request. On or fraction thereof) after before 11:00 A.M., San Francisco time, on the date Business Day such Loans are to be made, each Lender shall deposit with the Administrative Agent Same Day Funds in an amount equal to such Lender's Percentage of demand and the Variable Rate for each day (or fraction thereof) thereafterrequested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Borrowing Procedure. The Company will request a (a) Each Loan to be made hereunder by shall be in such minimum principal amount and subject to such advance written notice, or telephonic notice (confirmed immediately in writing), to Agent as shall be specified in the Schedule. Each such written notice of borrowing shall be in substantially the form of Exhibit 2.2 annexed hereto, or by telephonic notice A (which notice with appropriate completions). Each borrowing of Loans hereunder shall be confirmed made on a pro rata basis from Lenders. Agent will promptly notify each Lender of its receipt of any notice of borrowing and of the amount of such Lender’s Pro Rata Share of that borrowing. Each Lender will make the amount of its Pro Rata Share of each borrowing available to Agent for the account of Borrower in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than accordance with Agent’s Payment Instructions by 11:00 a.m., Milwaukee a.m. (New York City time, ) on the proposed Borrowing DateDate as notified by Agent in funds immediately available to Agent. Upon fulfillment of the applicable conditions set forth in Section 3.1 and 3.2, orAgent shall make the proceeds of the Loans available in accordance with Borrower’s payment instructions. Without limiting the generality of the foregoing, in the case of an Adjusted LIBOR Rate Loanany Loans made hereunder for the purpose of paying the purchase price of Cisco Products, (i) Agent shall pay the proceeds of the Loans directly to the Vendor, and (ii) if the Vendor is Cisco Systems, each such Loan shall be deemed to be outstanding hereunder and under the Notes evidencing such Loans effective as of the date 30 days after the invoice date of the Cisco Products which are being financed by such Loans (or on such date thereafter as Cisco Systems shall agree to in its sole discretion), and Lenders are hereby authorized to make such Loans at the request of CSCC (through Agent) without being required to receive a notice of borrowing with respect thereto, provided that if Borrower provides written notice to Agent within 25 days after the invoice date that payment or performance due Cisco Systems is not less then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, then clause (ii) of this section shall not apply and no such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Vendor and any other intended recipient, if any, of Loan proceeds (including, without limitation, Loan proceeds used to pay amounts outstanding under the March 2002 Credit Agreement and accrued interest hereunder). Notwithstanding anything in the Funding Procedures and Policies to the contrary, Agent will, subject to the provisions of this Agreement, make Loan proceeds available to any Vendor or other recipient thereof on or not later than two Business five Banking Days before following the proposed requested Borrowing Date. In All borrowings of Loans shall be subject to the event of Funding Procedures and Policies, unless CSCC shall no longer act as Agent hereunder. (b) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any inconsistency between borrowing after the telephonic notice and Closing Date, at least one Banking Day prior to the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt date of such notice from the Companyborrowing, the Agent shall promptly give notice that such Lender will not make available as and when required hereunder to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such BankBorrower the amount of that Lender’s Pro Rata Share of the borrowing, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank each Lender has made such amount available to Agent in immediately available funds on the Borrowing Date and Agent andmay (but shall not be so required), in reliance upon such assumption, make available to the Company Borrower on such Borrowing Date date a corresponding amount. If and to the extent that such Bank, without giving such notice, any Lender shall not have so made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Banking Day following such Borrowing Date make such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each day during such period. A notice of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.Agent submitted to any

Borrowing Procedure. The Company will request a Loan hereunder Borrower may from time to time but not more often than once each calendar month, by written telecopied notice (the "Term Notice of Borrowing") delivered by not later than 11:00 a.m. (Central Time) on any Business Day to the Agent (which shall give prompt notice thereof to each other Term Bank) request Term Loans from the Term Banks in a minimum aggregate amount of $100,000.00, to be made on the same Business Day specified in such notice. The Term Notice of Borrowing shall be accompanied by invoices, purchase orders and other information requested by Agent describing the fixed assets acquired with the proceeds of such requested Borrowing. On or before 2:00 p.m., Central Time, on the date specified in such notice, each Term Bank shall furnish or make available for the account of the Agent, in immediately available funds or the Agent shall have been advised of a continuing Federal Reserve Bank wire number, an amount equal to such Term Banks' Term Loan Percentage of the aggregate amount of Term Loans requested. All Term Loans shall be made at the office of the Agent by credit in immediately available funds to Borrower's general deposit account maintained with the Agent on the Business Day specified. In the case of any Term Loan by any Term Bank other than the Agent, the Agent shall be required to make such credit only to the extent that it shall have received immediately available funds or been advised of a continuing Federal Reserve Bank wire number from such Term Bank as above provided. Each Term Notice of Borrowing shall be in the form of Exhibit 2.2 annexed EXHIBIT B attached hereto, or by telephonic notice (which notice . Each Term Notice of Borrowing shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, irrevocable and binding on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall requestBorrower. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by received notice from a Term Bank not later than 1:00 p.m., Milwaukee time, on a prior to the date of any Borrowing Date that such Term Bank will not make available to the Agent such Bank's pro rata share Term Banks' percentage of a requested Loansuch Borrowing, the Agent may assume that such Term Bank has made such amount portion available to the Agent andon the date of such Borrowing in accordance with this Section 3.2 and the Agent may, in reliance upon such assumption, make available to the Company Borrower on such Borrowing Date date a corresponding amount. If and to the extent that such Bank, without giving such notice, Term Bank shall not have so made such amount Term Loan Percentage available to the Agent, such Term Bank and the Company severally agree agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount is made available to the Company to Borrower until the date such amount is repaid to the Agent, at (i) in the case of Reference Rate; PROVIDED, HOWEVER, if such Term Bank shall repay to the CompanyAgent such corresponding amount, the rate applicable to amount repaid shall constitute such Loan, and (ii) in the case Term Banks' Term Loan as part of such Bank, Borrowing for purposes of this Agreement. The failure of any Term Bank to make the Federal Funds Rate for each Term Loans as part of the first three days (or fraction thereof) after any Borrowing shall not relieve any other Term Bank of its obligation to make its Term Loan on the date of demand and such Borrowing, but no Term Bank shall be responsible for the Variable Rate for each day (or fraction thereof) thereafterfailure of any other Term Bank to make the Loan to be made by such other Term Bank. The Agent shall use its best efforts to give Borrower notice of any Term Banks' failure to make its Term Loan.

Borrowing Procedure. The Company will request a (a) Each Loan to be made hereunder by shall be in such minimum principal amount and subject to such advance written notice to Agent as shall be specified in the Schedule. Each such written notice of borrowing shall be in substantially the form of Exhibit 2.2 annexed hereto, or by telephonic notice EXHIBIT A (which notice with appropriate completions). Each borrowing of Loans hereunder shall be confirmed made from the Lenders through advances of their respective Pro Rata Shares of such Loan. Agent will promptly notify each Lender of Agent's receipt of any notice of borrowing and of the amount of such Lender's Pro Rata Share of such requested borrowing. Each Lender will make the amount of its Pro Rata Share of each such borrowing available to Agent for the account of Borrower or Additional Borrower, as applicable, in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than accordance with Agent's Payment Instructions by 11:00 a.m., Milwaukee a.m. (New York City time, ) on the proposed Borrowing Date, oras notified by Agent, in funds immediately available to Agent. Upon fulfillment of the applicable conditions set forth in Section 3.1 and 3.2, and subject to the Funding Procedures and Policies, Agent shall make the proceeds of the Loans available to Borrower or Additional Borrower, as applicable, in accordance with Borrower's payment instructions. Without limiting the generality of the foregoing, in the case of an Adjusted LIBOR Rate Loanany Loans made hereunder for the purpose of paying the purchase price of Cisco Products, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to pay the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making proceeds of the Loans hereunder, the Agent will make a Loan directly to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such LoanVendor, and (ii) if such Vendor is Cisco Systems, each such Loan shall be deemed to be outstanding hereunder and under the Notes evidencing such Loans effective as of the date occurring 30 days after the invoice date of the Cisco Products which are being financed by such Loans (or on such date thereafter as Cisco Systems shall agree to in its sole discretion), and Lenders are hereby authorized to make such Loans at the request of CSCC (through Agent) without being required to receive a notice of borrowing with respect thereto, PROVIDED that if Borrower provides written notice to Agent within 25 days after the invoice date that payment or performance due Cisco Systems is not then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, then clause (ii) of this section shall not apply and no such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Vendor and any other intended recipient, if any, of Loan proceeds. Notwithstanding anything in the case Funding Procedures and Policies to the contrary, Agent shall, subject to the provisions of this Agreement, make Loan proceeds available to any Vendor or other recipient thereof on or not later than five Banking Days after the requested Borrowing Date. Notwithstanding anything in this Agreement to the contrary, on any date after any amount of interest or fees becomes payable by Borrower to Agent or any Lender under this Agreement or any other Loan Document, Borrower shall be deemed to have submitted a notice of borrowing requesting Lenders to make Tranche X Loans to Borrower in the aggregate amount of such Bankinterest and/or fees, whereupon, provided no Default or Event of Default has occurred and is continuing, Lenders shall make such Tranche X Loans, subject to the terms and conditions set forth in this Agreement, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand Schedule and the Variable Rate other Loan Documents, and Agent shall retain the proceeds of such Tranche X Loans and shall immediately apply such proceeds as payment by Borrower for each day (or fraction thereof) thereaftersuch interest and/or fees. All borrowings of Loans shall be subject to the Funding Procedures and Policies unless CSCC shall no longer act as Agent hereunder.