Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. The following procedures apply to all Borrowings (other than a Swing Line Borrowing): (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Each Borrowing shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the form of EXHIBIT B-1) to Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), which notice (i) shall be irrevocable and binding on Borrower, (ii) shall specify if it is for a Borrowing under the Revolver Facility, Term Loan A, Term Loan B, or Term Loan C, (iii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Eurodollar Rate Borrowings) Interest Period, and (iv) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on the Business Day specified in such immediately preceding the Borrowing RequestDate for any Base Rate Borrowing. The Lenders Administrative Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day timely notify each Lender shall deposit with the Agent same day funds in an amount equal respect to such Lender's Percentage each Notice of the requested Borrowing. 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 Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender mayshall remit its Pro Rata Part for the relevant Facility of each requested Borrowing to Administrative Agent's principal office in Dallas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas time on the Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Required Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Lender prior to a Borrowing Date that such Lender does not intend to make available to Administrative Agent such Lender's Pro Rata Part of the applicable Borrowing, Administrative Agent may assume that such Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Required Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if it so elects, fulfill its obligation such corresponding amount is not in fact made available to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created Administrative Agent by such LenderLender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by from such Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the obligation of the Borrowers to repay date Administrative Agent recovers such LIBO Rate Loan shall nevertheless be to corresponding amount from such 31 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Lender, or (ii) if such Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, TOGETHER WITH interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Lender shall be responsible for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes failure of any determination other Lender to be made for purposes make its Pro Rata Part of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketany Borrowing.

Borrowing Procedure. (a) By In the case of Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago noon, New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) the same Business Days' notice, or, Day’s notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made made, (a) in a the case of LIBO Rate Loans, in an aggregate minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or (b) in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Loan Commitment; provided, that no LIBO Rate Loans may be advanced when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent of the applicable CommitmentBorrowing Request. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago a.m., New York time) , on such Business Day (or 3:00p.m., New York time, in the case of a Base Rate Loan requested on the same Business Day), each Lender that has a Loan Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's ’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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) By delivering confirmed by telecopy or email), not later than 1:00 p.m., Local Time, on the day of a Borrowing Request to proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the Agent on or before 10:00 a.m. requested date (Chicago time) on which shall be a Business Day) and amount of the requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing 3 Business Days hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such notice for such Multicurrency Revolving Loans may be delivered not later than 1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such Multicurrency Revolving Loans made shall be applied by the Borrowers may first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be retained by the applicable Borrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from time such Borrower. The Swingline Lender shall make each Swingline Loan available to time irrevocably requestthe applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, on not less than three automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable request (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate BorrowingSwingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject by remittance to the conditions of this AgreementIssuing Bank) by 3:00 p.m., each Borrowing shall be made Local Time, on the Business Day specified in requested date of such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Swingline Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. The Borrower shall give the Administrative Agent irrevocable notice (a) By delivering a Borrowing Request which notice must be received by the Administrative Agent prior to the Agent on or before 10:00 a.m. (Chicago a.m., New York City time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three one Business Day prior to the Closing Date (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one Loans) or three Business Days prior to the Closing Date (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused case of LIBO Rate Loans) requesting that the Term Loan Lenders make the Term Loans on the Closing Date and specifying (i) the aggregate principal amount of the applicable CommitmentTerm Loans to be borrowed, (ii) whether the Term Loans are to be initially LIBO Rate Loans, Base Rate Loans or a combination thereof, and (iii) if the Term Loans are to be entirely or partly LIBO Rate Loans, the respective amounts of each such type of Term Loan and the respective lengths of the initial Interest Periods therefor. On Upon receipt of such notice the terms and subject to the conditions of this AgreementAdministrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 11:00 a.m. New York City time, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day Closing Date each Term Loan Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Term Loan Lender's Term Loan Percentage of the requested BorrowingTerm Loans to be made on the Closing Date. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Term Loan Lenders. To Subject to the extent funds are received from the Lendersprovisions of Section 9.2, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Term Loan Lender's obligation to make any Term Loan shall be affected by any other Term Loan Lender's failure to make any Term Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By Upon (i) any Disbursements being made in respect of one or more Letters of Credit or (ii) the occurrence of any Maturity Date for any Acceptance (whether or not, in the case of Letters of Credit, such Letters of Credit were issued to support the obligations of any Borrower or any of their Subsidiaries (or any of their respective divisions) and in the case of Acceptances, whether or not such Acceptances were created to support the obligations of the Warnaco Sub Borrowers, the Sub Borrower, the U.S. Borrower or any of their Subsidiaries (or any of their respective divisions)), such Borrower shall (unless it shall have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., Applicable Time, at least three Business Days prior to the date of such Disbursement or occurrence of such Maturity Date) be deemed to have delivered to the Administrative Agent a Borrowing Request pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loan to such Borrower with a six month Interest Period in a principal amount equal to the aggregate amount of (A) in the case of U.S. Letters of Credit, the Disbursements, and in the case of Non-U.S. Letters of Credit, the U.S. Dollar Equivalent of the Disbursements made on such date or (B) in the case of the U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower, the aggregate face amount of those Acceptances having Maturity Dates on such date, as applicable. Each Borrower, as applicable, hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Fronting Bank (a) to reimburse the Fronting Bank for Disbursements made under the Letters of Credit or (b) payment made on the Maturity Date of any Acceptance, and the acceptance by any Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrowers that on the date of such Borrowing (both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be used to fund the Reimbursement Obligations in respect of (a) Letters of Credit under which one or more Disbursements were made and (b) as applicable, Acceptances which had Maturity Dates occurring, in each case, on the date of the Loan. Each of the parties hereto acknowledges and agrees that upon the satisfaction of the conditions precedent set forth in Section 6.1, the Existing Loans shall be deemed to be Loans made by the Fronting Bank on the Effective Date under the terms of this Agreement and shall thereafter accrue interest and fees pursuant to the terms hereof, and each Lender shall continue to participate in such Loans in an amount equal to such Lender's Percentage of the outstanding principal amount of the Existing Loans. (b) In addition to the provisions of the making of Loans set forth in clause (a), above, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago time) 11:00 a.m., Applicable Time, on a Business Day, the Borrowers a Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, notice (in the case of a LIBO Rate Loans) and on the date of such Borrowing (in the case of Base Rate Borrowing, one (1) Business Day's noticeLoans), that a Borrowing be made as other than a LIBO Rate Loan having a six month Interest Period or in an amount other than the full amount of Disbursements with respect to which such Loan is to be made. If any Borrower elects that a Borrowing be made as a LIBO Rate Loan having a one or three month Interest Period pursuant to this clause, then upon the expiration of such Interest Period such Borrower shall (unless it shall have given notice to the Administrative Agent to the contrary prior to 11:00 a.m., Applicable Time, at least three Business Days prior to the date of such Disbursement) be deemed to have delivered to the Administrative Agent a Continuation/Conversion Notice pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank continue the outstanding LIBO Rate Loan as a LIBO Rate Loan with an Interest Period of (i) three months, in the case of the expiration of a three month Interest Period or Interest Periods which, in the aggregate, equal three months or (ii) five months, in the case of the expiration of a one month Interest Period, in each case in a minimum principal amount of $250,000 and an integral multiple of $50,000, or in equal to the unused amount of the applicable CommitmentLIBO Rate Loan with an Interest Period then expiring. 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 Day, specified (or deemed to be specified) in such Borrowing Request. . (c) The Lenders shall Fronting Bank may, at any time (whether or not a Default or Event of Default has occurred and is then continuing), in its sole and absolute discretion but subject to clause (a)(ii) of Section 2.1.3, demand that each other Lender make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds a Loan in an amount equal to such Lender's Percentage of the requested Borrowingaggregate principal amount of all or a portion of the Loans outstanding on the date such demand is made, and may (in its sole discretion) elect which Loans (as among the Borrowers) are to be chosen as the Loans to be refunded by the Lenders. Such deposit will be made Each Lender (other than the Fronting Bank) irrevocably agrees that it shall (whether or not the conditions to the making of a Credit Extension contained in Article VI have been (or can be) satisfied) make such Loan by depositing the amount so demanded in same day funds in an account specified by the Fronting Bank on or before 11:00 a.m. New York City time on the first Business Day following receipt of such a demand. The Fronting Bank agrees to apply all such funds received by it under this clause to refund and refinance the Loans previously made by it to any Borrower, as identified in the demand that it delivers to the Lenders pursuant to this clause. On the date (a "Funding Date") that the Lenders (other than the Fronting Bank) advance funds to the Fronting Bank pursuant to this clause, the principal amount so refunded and refinanced shall become a Loan to the Borrower identified by the Fronting Bank outstanding under such Lender's Note to that particular Borrower and shall no longer be a Loan owed to the Fronting Bank under the Fronting Bank's Note to that particular Borrower. All interest payable with respect to any Loans made pursuant to this clause shall be appropriately adjusted to reflect the period of time during which such Loans were owing to the Agent shall specify from time Fronting Bank and, on and subsequent to time by notice a Funding Date, such Loans were owing to the Lenders. To The obligation of each Lender to make Loans by way of advancing immediately available funds to the extent funds are received from Fronting Bank on a Funding Date to be applied to refund and refinance the Lenders, Loans previously made by the Agent shall make such funds available Fronting Bank to the Borrowers by wire transfer to the accounts the Borrowers (or any one of them) under this clause shall have specified in their Borrowing Request. No Lender's obligation to make any Loan be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other Lender's failure to make right which any Loan. Lender may have against Scotiabank, the Borrowers or any other Person for any reason whatsoever; (bii) Each Lender may, if it so elects, fulfill its obligation to make, continue the occurrence or convert LIBO Rate Loans hereunder by causing one continuance of its foreign branches any Default or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation inability of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for otherwise satisfy the account of such foreign branch, Affiliate conditions precedent set forth in Article VI; (iii) any adverse change in the condition (financial or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes otherwise) of any determination Borrower or any other Obligor; (iv) the acceleration or maturity of any Loans or other Obligations or the termination of any Commitment after the making of any Loan; (v) any breach of this Agreement or any other Loan Document by any Borrower, any other Obligor or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to be made for purposes any of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketthe foregoing.

Borrowing Procedure. To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) By delivering confirmed by telecopy or email), not later than 1:00 p.m., Local Time, on the day of a Borrowing Request to proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the Agent on or before 10:00 a.m. requested date (Chicago time) on which shall be a Business Day, ) and amount of the Borrowers may from time to time irrevocably request, on not less than requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing three (3) nor more Business Days hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such notice for such Multicurrency Revolving Loans may be delivered not later than five 1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such Multicurrency Revolving Loans made shall be applied by the Borrowers first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be retained by the applicable Borrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable request (5) Business Days' notice, or, in the case of a Base Rate BorrowingSwingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject by remittance to the conditions of this AgreementIssuing Bank) by 3:00 p.m., each Borrowing shall be made Local Time, on the Business Day specified in requested date of such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Swingline Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering The Borrower shall deliver a Borrowing Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 10:00 a.m. (Chicago 11:00 a.m., London time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three two (3) nor more than five (52) Business Days' notice, or, Days in advance of the case of a Base Rate Borrowing, one date that is two (12) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in Days prior to the unused anticipated Delivery Date. The aggregate amount of the applicable CommitmentLoan to be advanced shall not exceed the US Dollar Maximum Loan Amount. b) The Facility Agent shall promptly notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its attachments. On the terms and subject to the conditions of this Agreement, each Borrowing the Loan shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Loan Request. On or before 11:00 a.m. (Chicago 2:00 p.m., London time) , on such the Business Day each Lender shall specified in such Loan Request, the Lenders shall, without any set-off or counterclaim, deposit with the Facility Agent same day Dollar funds in an amount equal to such Lender's ’s Percentage of the requested BorrowingLoan. Such deposit will be made to an account which the Facility Agent shall specify from time to time by notice to the Lenders. To the extent funds are so received from the Lenders, the Facility Agent shall shall, without any set-off or counterclaim, make such funds available to the Borrowers Borrower on the Business Day specified in the Loan Request by wire transfer of same day funds to the account or accounts the Borrowers Borrower shall have specified in their Borrowing its Loan Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. c) The Borrower shall, upon receipt of the Dollar funds into the account referred to in Section 2.3(b) above, (bi) Each Lender may, if it so elects, fulfill complete the purchase of EUR with its obligation counterparties or otherwise as set out in the Loan Request (by authorising and instructing the Facility Agent to make, continue or convert LIBO Rate Loans hereunder by causing one remit the necessary Dollar funds to the said counterparties) and shall procure the payment of its foreign branches or Affiliates all EUR proceeds of such transactions to the EUR Pledged Account no later than the Business Day immediately following the Business Day specified in the Loan Request and (or an international banking facility created by such Lenderii) to make or maintain the extent of any such LIBO Rate Loan; providedDollar funds as shall not be used to purchase EUR, however, that shall procure (by authorising and instructing the Facility Agent accordingly) the payment of such LIBO Rate Loan shall nonetheless be deemed Dollar funds to have been made and the Dollar Pledged Account on the Disbursement Date. d) Upon the date of delivery to be held by such Lender, and the obligation Borrower of the Borrowers Purchased Vessel, the Facility Agent shall direct that moneys standing to repay such LIBO Rate the credit of the Pledged Accounts shall, in the manner set out in the Loan shall nevertheless Request and in accordance with the requirements and provisions of the Pledge Agreement, be disbursed as follows: i) in EUR, to such Lender for the account of such foreign branchthe Builder, Affiliate or international banking facility. In additionas designated by the Builder and identified by the Borrower in the Loan Request, to the Borrowers hereby consent extent necessary to meet the final instalment of the Contract Price (including any portion thereof attributable to the Buyer's Allowance); and ii) in Dollars, (y) to Hermes in payment of the Second Fee; and agree that(z) to the account of the Borrower, for purposes as designated by the Borrower and identified by the Borrower in the Loan Request, in reimbursement of the First Fee and in respect of any determination additional amounts standing to be made for purposes the Dollar Pledged Account as of Section 5.1the date of such disbursement, 5.2, 5.3 or 5.4, it and such moneys shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketso disbursed on the said date of delivery.

Borrowing Procedure. (a) By In the case of other than Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago 2:00 p.m., New York City time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) one Business Days' notice, or, Day's notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be made made, in the case of LIBO Rate Loans, in a minimum amount of $250,000 5,000,000 and an integral multiple of $50,000500,000, or in the case of Base Rate Loans, in a minimum amount of $5,000,000 and an integral multiple of $500,000 or, in either case, in the unused amount of the applicable Commitment, or, in the case of Refunded Swing Line Loans, the amount thereof. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to In the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On case of other than Swing Line Loans, on or before 11:00 a.m. 12:00 noon (Chicago New York City time) 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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering The Loan Party Representative must submit a Borrowing Request to the Agent on or request in writing before 10:00 a.m. 11:00 AM (Chicago timeEastern) on the date of a proposed Loan, specifying (1) the date of the proposed Loan (which must be a Business Day); and (2) the amount of the Loan, which must be in an amount that will not cause the Borrowers Revolving Exposure (after giving effect to the incurrence of such Loan) to exceed the Maximum Borrowing Amount; provided, that Lender may from time in its Discretion, elect to time irrevocably requestaccept as timely requests that are received later than 11:00 AM (Eastern) on the applicable Business Day. (b) Concurrent with each request for a Loan pursuant to Section 2.2(a), on not less than three (3) nor more than five (5) Business Days' noticeLoan Party Representative shall deliver to Lender a fully completed Borrowing Base Certificate certified by an Authorized Officer of Loan Party Representative as being true and correct. Concurrent with the delivery of the Borrowing Base Certificate, orLoan Party Representative shall provide a written report to Lender of all returns, and all material disputes, claims and other deductions, together with sales and other reports and supporting information relating to the Accounts, in each case, as of such date and as required by Xxxxxx. Lender shall have the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be right to review and adjust any calculations made in a minimum amount Borrowing Base Certificate (i) to reflect Xxxxxx’s estimate of $250,000 declines in value of any of the Collateral described therein and an integral multiple of $50,000, (ii) to the extent that such calculation is not in accordance with this Agreement or in does not accurately reflect the unused amount of the applicable CommitmentReserves then in effect. On In no event shall the terms and subject Borrowing Base on any date be deemed to exceed the conditions amount of this Agreement, each the Borrowing shall be made Base shown on the Business Day specified in Borrowing Base Certificate last received by Lender prior to such date, as such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will Base Certificate may be made to an account which the Agent shall specify adjusted from time to time by notice Lender as authorized herein. If Loan Party Representative fails to deliver to Lender the Borrowing Base Certificate on the date when due, then notwithstanding any of the provisions contained in this Agreement or in any other Loan Document to the Lenders. To the extent funds are received from the Lenderscontrary, the Agent shall make such funds available Lender may suspend honoring any requests for Loans until a current Borrowing Base Certificate is delivered to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By In the case of other than Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago 1:00 p.m., Charlotte time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) one Business Days' notice, or, Day’s notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made made, in the case of Revolving Loans which are Base Rate Loans, in a minimum amount of $250,000 2,000,000 and an integral multiple of $50,000, or 1,000,000 and in the unused case of Revolving Loans which are LIBO Rate Loans, in a minimum amount of the applicable Commitment$3,000,000 and an integral multiple of $1,000,000. 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 Day, specified in such Borrowing Request. The Lenders Promptly after receipt of a Borrowing Request, the Administrative Agent shall make such funds available provide a notice to the Borrowers by wire transfer to applicable Lenders specifying the accounts global amount of the Borrowers shall have specified Borrowing, such Lender’s pro rata share thereof, the type of Loan, and, in their Borrowing Requestthe case of LIBO Rate Loans, the Interest Period with respect thereto. On In the case of other than Swing Line Loans, on or before 11:00 a.m. 2:00 p.m. (Chicago Charlotte time) 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 ’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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) Subject to the terms and conditions of this Agreement, each Lender severally agrees to make an initial advance of the Loan to the Borrower and the Borrower agrees to borrow in a single advance by September 30, 2000 at least 50% of the Commitment Amount on a pro rata basis determined by the Commitment of such Lender, with the remaining portion to be drawn in a single advance by December 31, 2000. Any portion of the Commitment Amount which remains undrawn after December 31, 2000 shall no longer be available to the Borrower. No amount of the Loan repaid or prepaid by the Borrower may be reborrowed hereunder. By delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago 3:00 p.m., New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of notice for a LIBO Advance and one Business Days' notice for a Base Rate Borrowing, one (1) Business Day's noticeAdvance, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitmentmade. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago a.m., New York time) , on such the Business Day specified in such Borrowing Request, each Lender shall shall, without any set-off or counterclaim, 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 are so received from the Lenders, the Administrative Agent shall shall, without any set-off or counterclaim, make such funds available to the Borrowers Borrower on the Business Day specified in the relevant Borrowing Request by wire transfer of same day funds to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By In the case of Revolving Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 11:00 a.m. (Chicago time) on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) one Business Days' notice, or, Day's notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be made made, in the case of LIBO Rate Loans, in a minimum amount of $250,000 2,000,000 and an integral multiple of $50,0001,000,000, or in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000 or, in either case, in the unused amount of the applicable Commitment. The Borrower shall be permitted to request that LIBO Rate Loans be made on the Closing Date so long as (i) the Borrower delivers a borrowing request to the Administrative Agent in a timely manner and in accordance with this Section prior to the Closing Date (as if this Section were in effect) and (ii) such borrowing request contains an acknowledgment and agreement by the Borrower that in the event any initial Loans are not made as LIBO Rate Loans in accordance with such borrowing request, the Borrower shall be liable for any loss or expense incurred by any Lender as a result thereof as if Section 4.4 were in effect at the time such borrowing request was delivered. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to In the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On case of Revolving Loans, on or before 11:00 a.m. (Chicago time) 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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By In the case of other than Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago 1:00 p.m., New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) one Business Days' notice, or, Day's notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be made made, in the case of Revolving Loans, in a minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, in the case of Multi-Draw Term Loans or Rollover Delay-Draw Term Loans, in a minimum amount of $2,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the applicable Commitment. 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 Day, specified in such Borrowing Request. The Lenders Promptly after receipt of a Borrowing Request, the Administrative Agent shall make such funds available provide a notice to the Borrowers by wire transfer to applicable Lenders specifying the accounts global amount of the Borrowers shall have specified Borrowing, such Lender's pro rata share thereof, the type of Loan, and, in their Borrowing Requestthe case of LIBO Rate Loans, the Interest Period with respect thereto. On In the case of other than Swing Line Loans, on or before 11:00 a.m. 2:00 p.m. (Chicago New York time) 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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. The Revolving Credit Loans shall be made at such time or times as Borrower shall request. All Revolving Credit Loans shall be made, processed and documented in accordance with the following terms and conditions: (a) By delivering a Borrowing Request Each of the Revolving Credit Loans shall be made on at least one (1) business day's advance notice in writing or by telephone to the Agent on or before 10:00 a.m. (Chicago timeLender from Waltxx Xxxxxx, xx such person(s) on a Business Day, the Borrowers as he may from time to time irrevocably requestdesignate in writing to Lender, on not less than three (3) nor more than five (5) Business Days' noticespecifying the date and amount thereof. Lender shall credit the amount of such Revolving Credit Loan to the checking account of Borrower with Lender designated as the operating account of Borrower, orprovided, in the case of a Base Rate Borrowing, one (1) Business Day's noticehowever, that a Borrowing be made in a minimum amount no Event of $250,000 Default has occurred hereunder, and an integral multiple all requirements and preconditions imposed by this Agreement have been met. Advice of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing borrowings hereunder shall be made on the Business Day specified in given to J. Brucx Xxxxxxxxx, xx such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago timeother officer(s) on such Business Day each of Lender shall deposit with the 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 Agent shall specify as Lender may designate from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loantime. (b) Each Borrower shall give to Lender maywritten confirmation of each request for a Revolving Credit Loan, if it so electsand Lender shall give Borrower written confirmation of the making of each Revolving Credit Loan and such credit, fulfill its obligation which confirmation shall constitute conclusive evidence, absent manifest error, of the making of a Revolving Credit Loan hereunder. In cases where Borrower does not receive from Lender notice of a debit or credit to makethe account, continue as provided herein, on the advances or convert LIBO Rate Loans hereunder repayments, the amounts owing under the Revolving Credit Note and the applicable interest rate(s) thereon, shall be the amounts indicated by causing one Lender's records. (c) Borrower agrees that Lender shall incur no liability in acting upon written or telephonic instructions which the recipient of its foreign branches or Affiliates (or the instructions believes in good faith to be given by an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; providedauthorized person, however, notwithstanding the fact that such LIBO Rate Loan instructions might not be confirmed as aforesaid, and Borrower shall nonetheless be deemed fully liable to have been Lender for all advances made and by Lender to Borrower hereunder on the basis of such instructions. (d) All instructions from Borrower to Lender shall be given by 1:00 p.m. (Providence time) on any banking day in order to be held effective that day. If given after 1:00 p.m. (Providence time), such instructions shall be effective as of the next banking day or as Borrower and Lender may mutually agree. (e) Each request by Borrower for a borrowing hereunder shall constitute a representation and a warranty by Borrower to Lender that all of Borrower's representations and warranties set forth in Section 3 below are true and accurate as of the date of such Lender, request. (f) Each request for the issuance by Lender of Letters of Credit hereunder shall be accompanied by the name and address of the intended beneficiary thereof and the obligation completion of the Borrowers standard application relating thereto. Prior to repay such LIBO Rate Loan the issuance of Letters of Credit hereunder, Borrower shall nevertheless be pay to such Lender for the account all of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent Lender's Letter of Credit fees and agree that, for purposes charges and execute Lender's standard Letter of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketCredit documents.

Borrowing Procedure. (a) By delivering a Borrowing Request to ------------------- the Administrative Agent on or before 10:00 a.m. (Chicago 12:00 noon, New York time) , on a Business Day, the Borrowers a Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, orone, in the case of a Base Rate BorrowingLoans, one or three, in the case of LIBO Rate Loans, nor (1) in either case), more than five Business Day's Days' notice, that a Borrowing be made in a minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or in the unused amount of the applicable CommitmentCommitments. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to Request (the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request"Funding Date"). On or before ------------ 11:00 a.m. (Chicago a.m., New York time) , on such Business Day Funding Date, each Lender 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 Unless the extent funds are received from Administrative Agent shall have been notified by any Lender prior to the LendersFunding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make such funds available to the Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by wire transfer such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the accounts date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefore, the Administrative Agent shall promptly notify the Borrowers and the Borrowers shall within five Business Days pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this Section shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrowers may have specified in their Borrowing Requestagainst any Lender as a result of any default by such Lender hereunder. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount The proceeds of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Construction Loan shall be affected advanced by any other Lenderthe Bank to the Borrower's failure construction account for further credit, as appropriate, to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one the account of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loanthe Contractor at Bank not more than once per month as construction of the Improvements progresses; provided, however, that (i) the Borrower shall submit a Request for Advance to the Bank at least 10 Business Days prior to the proposed funding date specifying the total amount of the proposed Advance and the proposed date on which said Advance is to be made; (ii) each Request for Advance shall be in substantially the form prescribed by the Bank, (iii) each advance shall be funded in strict accordance with the Development Expense Schedule; and (iv) upon the occurrence of a Deficiency (as defined below), the Borrower shall not be entitled to request or receive any advances until such LIBO Rate time as the Deficiency has been cured to the satisfaction of the Bank. Notwithstanding the foregoing, Bank shall be authorized to fund an advance to pay interest on the Construction Loan when due, without the requirement of a Request for Advance. (b) If at any time during the term of the Construction Loan, the costs to complete the Improvements shall increase over the costs delineated on the Development Expense Schedule such that the undisbursed portion of the Construction Loan is insufficient to pay the remaining Project Costs and to provide debt service on the Construction Loan and all other costs and expenses necessary to make the Project operational (such difference between the undisbursed portion of the Construction Loan and the costs of completion of the Project being referred to as a "Deficiency"), then, in such event, upon demand by the Bank to the Borrower, the Borrower shall deposit the amount of such Deficiency into a cash collateral account maintained by Bank and on which the Bank shall have the sole right to draw. No additional advances on the Loan shall nonetheless be deemed to have been made and to be held by such Lender, and until the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account full amount of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, Deficiency shall be deposited as aforesaid. (c) Advances for purposes of any determination to construction costs shall be made for purposes of Section 5.1only to the extent that the work is actually completed in accordance with the Plans and in place and approved by the Bank, 5.2including materials actually incorporated into the Project or stored on-site, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketbut excluding materials stored elsewhere.

Borrowing Procedure. (a) By In the case of Revolving Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago noon, New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) the same Business Days' notice, or, Day’s notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made made, (a) in a the case of LIBO Rate Loans, in an aggregate minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or (b) in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Revolving Loan Commitment; provided, that no LIBO Rate Loans may be advanced when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent of the applicable CommitmentBorrowing Request. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to In the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On case of Revolving Loans, on or before 11:00 a.m. (Chicago a.m., New York time) , on such Business Day (or 3:00p.m., New York time, in the case of a Base Rate Loan requested on the same Business Day), each Lender that has a Revolving Loan Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Revolving Lender's ’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 Revolving Lenders. To the extent funds are received from the Revolving Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Revolving Lender's ’s obligation to make any Loan shall be affected by any other Revolving Lender's ’s failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. The following procedures apply to borrowings (other than Swing Line Borrowings): (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Each Borrowing shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the form of EXHIBIT B-1) to Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), which notice (i) shall be irrevocable and binding on Borrower, (ii) shall specify if it is for a Borrowing under the Revolver Facility or the Swing Line Facility, (iii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Eurodollar Rate Borrowings) Interest Period, and (iv) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on the Business Day specified immediately preceding the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Lender with respect to each Notice of Borrowing. (b) Other than in connection with any Swing Line Borrowing, each Lender shall remit its Pro Rata Part for the relevant Facility of each requested Borrowing to Administrative Agent's principal office in Dallas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas time on the Borrowing Date therefor. Subject to receipt of such Borrowing Request. The Lenders funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Required Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the Borrowers by wire transfer to the accounts the Borrowers foregoing, unless Administrative Agent shall have specified in their been notified by a Lender prior to a Borrowing Request. On or before 11:00 a.m. (Chicago time) on Date that such Business Day each Lender shall deposit with the does not intend to make available to Administrative Agent same day funds in an amount equal to such Lender's Percentage Pro Rata Part of the requested applicable Borrowing. Such deposit will , Administrative Agent may assume that such Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Required Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to an account which the Administrative Agent by such Lender on such Borrowing Date, Administrative Agent shall specify be entitled to recover such corresponding amount on demand (i) from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the obligation of the Borrowers to repay date Administrative Agent recovers such LIBO Rate Loan shall nevertheless be to corresponding amount from such Lender, or (ii) if such Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, TOGETHER WITH interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Lender shall be responsible for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes failure of any determination other Lender to be made for purposes make its Pro Rata Part of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketany Borrowing.

Borrowing Procedure. (a) By delivering a Borrowing Request Each Loan to be made hereunder 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 A (with appropriate completions). Each borrowing of Loans hereunder shall be made from the Lenders through advances of their respective Pro Rata Shares of such Loan. Agent on 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 before 10:00 Additional Borrower, as applicable, in accordance with Agent's Payment Instructions by 11:00 a.m. (Chicago New York City time) on a Business Daythe proposed Borrowing Date, as notified by Agent, in funds immediately available to Agent. Upon fulfillment of the Borrowers may from time applicable conditions set forth in Section 3.1 and 3.2, and subject to time irrevocably requestthe Funding Procedures and Policies, on not less than three (3) nor more than five (5) Business Days' noticeAgent shall make the proceeds of the Loans available to Borrower or Additional Borrower, oras applicable, in accordance with Borrower's payment instructions. Without limiting the generality of the foregoing, in the case of any 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 applicable Vendor, 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 Base Rate Borrowingnotice 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 (1ii) Business Day's notice, that a Borrowing of this section shall not apply and no such Loans shall be made in until Borrower provides a minimum amount notice of $250,000 borrowing with respect to such invoice. Borrower hereby authorizes and an integral multiple directs Agent to make direct payment to any Vendor and any other intended recipient, if any, of $50,000, or Loan proceeds. Notwithstanding anything in the unused amount of Funding Procedures and Policies to the applicable Commitment. On the terms and contrary, Agent shall, subject to the conditions provisions of this Agreement, each 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 made on deemed to have submitted a notice of borrowing requesting Lenders to make Tranche X Loans to Borrower in the Business Day specified in aggregate amount of such Borrowing Request. The interest and/or fees, whereupon, provided no Default or Event of Default has occurred and is continuing, Lenders shall make such funds available Tranche X Loans, subject to the Borrowers terms and conditions set forth in this Agreement, the Schedule and the 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 wire transfer Borrower for such interest and/or fees. All borrowings of Loans shall be subject to the accounts the Borrowers Funding Procedures and Policies unless CSCC shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the no longer act as 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loanhereunder. (b) Each Unless Agent receives notice from a Lender mayon or prior to the Closing Date or, if it so electswith respect to any borrowing after the Closing Date, fulfill its obligation at least one Banking Day prior to make, continue or convert LIBO Rate Loans hereunder by causing one the date of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, howeverborrowing, that such LIBO Rate Loan shall nonetheless be deemed Lender will not make available as and when required hereunder to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender Agent for the account of Borrower the amount of that Lender's Pro Rata Share of the borrowing, Agent may assume that each Lender has made such foreign branchamount available to Agent in immediately available funds on the Borrowing Date and Agent may (but shall not be so required), Affiliate or international banking facilityin reliance upon such assumption, make available to Borrower on such date a corresponding amount. In additionIf and to the extent any Lender shall not have 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 Borrowers hereby consent and agree thatBanking Day following such Borrowing Date make such amount available to Agent, together with interest at the Federal Funds Rate for each day during such period. A notice prepared by Agent submitted to any Lender with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Banking Day following the Borrowing Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such borrowing. (c) The failure of any determination Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each by such other Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketon any Borrowing Date.

Borrowing Procedure. (a) By delivering The Borrowing of Loans by the Borrower hereunder shall be by way of a single Borrowing Request of C$62,000,000 on the Closing Date. Such Borrowing shall be made upon prior written notice from the Borrower to the Agent on or before in the form of Exhibit B hereto (the "Notice of Borrowing") delivered to the Agent not later than 10:00 a.m. (Chicago Toronto time) on at least three Business Day prior to the Closing Date. The Notice of Borrowing shall be irrevocable and shall specify (i) the amount of the proposed Borrowing and of each Loan comprising a Business Day, the Borrowers may from time to time irrevocably request, on part thereof (which shall be in an aggregate amount of not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and C$3,000,000 or an integral multiple of $50,000C$1,000,000 in excess thereof); (ii) the Borrowing Date (which shall be the Closing Date); (iii) the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, or that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (iv) the unused amount demand deposit account of the applicable Commitment. On Borrower as the terms and subject Borrower shall notify to the conditions Agent in its Notice of this AgreementBorrowing with which the proceeds of the borrowing are to be deposited. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, each Borrowing then the Borrower shall be made on the Business Day specified in such Borrowing Requestdeemed to have selected an Interest Period of one month's duration. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage Promptly upon its receipt of the requested Notice of Borrowing. 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 Agent shall make such funds available deliver by telefacsimile a copy thereof to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loaneach Bank. (b) Each Lender may, if it so elects, fulfill its obligation Unless the Agent shall have received notice from a Bank (which must be received at least one Business Day prior to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lenderthe Closing Date) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed Bank will not make available to have been the Agent such Bank's Pro Rata Percentage of such Borrowing as and when required hereunder, the Agent may assume that such Bank has made and such portion available to be held by the Agent on the date of such LenderBorrowing in accordance with Section 2.1(c), and the obligation Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the rate determined by the Agent to be its costs of funds for each day during such period. A notice of the Borrowers Agent submitted to repay any Bank with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such LIBO Rate amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Borrower by the next succeeding Business Day of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans. (c) Each Loan shall nevertheless be to such Lender for made as part of the account Borrowing made on the Closing Date consisting of such foreign branch, Affiliate or international banking facilityLoans made by the Banks ratably in accordance with their respective Commitments. In addition, the Borrowers hereby consent and agree that, for purposes The failure of any determination Bank to make any Loan to be made for purposes by it as part of Section 5.1the Borrowing shall not relieve any other Bank of its obligation, 5.2if any, 5.3 or 5.4, it hereunder to make its Loan on the date of such Borrowing; provided that the Commitments of the Banks are several and no Bank shall be conclusively assumed that each Lender elected responsible for the failure of any other Bank to fund all LIBO Rate Loans make any Loan to be made by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketsuch other Bank on the date of Borrowing.

Borrowing Procedure. The following procedures apply to Borrowings (other than Competitive Borrowings): (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Each Borrowing shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the form of EXHIBIT B-1) to Administrative Agent requesting that Facility B Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), which notice (i) shall be irrevocable and binding on Borrower, (ii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on the Business Day specified in such immediately preceding the Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Date for any Base Rate Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time timely notify each Facility B Lender with respect to time by notice each Notice of Borrowing relating to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.Facility B. (b) Each Lender mayshall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Dallas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas time on the Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Facility B Lender prior to a Borrowing Date that such Facility B Lender does not intend to make available to Administrative Agent such Facility B Lender's Pro Rata Part of the applicable Borrowing, Administrative Agent may assume that such Facility B Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if it so elects, fulfill its obligation such corresponding amount is not in fact made available to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created Administrative Agent by such LenderFacility B Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) to make or maintain from such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Facility B Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the obligation of the Borrowers to repay date Administrative Agent recovers such LIBO Rate Loan shall nevertheless be to corresponding amount from such Lender for the account of Facility B Lender, or (ii) if such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.Facility

Borrowing Procedure. (a) By delivering a Borrowing Request to the Agent at the Agent's Atlanta Office on or before 10:00 a.m. (Chicago 11:00 a.m., New York City time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, (i) in the case of Expansion Loans, on not less than two (2) Business Days' nor more than three (3) nor more Business Days' notice and (ii) in the case of Revolving Credit Loans, on not less than five two (52) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall Loans be made on the Business Day specified in such Borrowing Request. The Lenders Borrowing Request shall make specify whether such funds available Borrowing is to be made as Expansion Loans or Revolving Credit Loans. Borrowings of Expansion Loans shall be in a minimum aggregate amount equal to $250,000 and in integral multiples of $50,000 or, if less, the Borrowers by wire transfer amount of the Expansion Loan Availability immediately prior to such Borrowing. Borrowings of Revolving Credit Loans shall be in a minimum aggregate amount equal to $50,000 and in integral multiples of $50,000 or, if less, the accounts amount of the Borrowers Revolving Credit Availability immediately prior to such Borrowing. Each Borrowing shall have be made on the Business Day specified in their the Borrowing RequestRequest therefor (including the initial Borrowing to be made on the Closing Date). On such Business Day, each Lender shall, on or before 11:00 a.m. (Chicago 2:00 p.m., New York City time) on such Business Day each Lender shall , deposit same day funds with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such , such deposit will to be made to an such account which as the Agent shall specify from time to time by notice to the Lenders. To On the extent funds are received from Business Day specified by the LendersBorrower in the Borrowing Request, the Agent proceeds of all Borrowings shall make such funds be made available to the Borrowers Borrower by wire transfer of such proceeds to such transferees, or to such accounts of the accounts Borrower, as the Borrowers Borrower shall have specified in their the Borrowing RequestRequest therefor; PROVIDED, HOWEVER, that in each case the Agent shall be required to make available to the Borrower the proceeds of any Borrowing only to the extent received by it in same day funds from the Lenders. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By On the terms and subject to the conditions of this Agreement, by delivering a Borrowing Request to the Agent Administrative Agent, Greektown Holdings (a) shall irrevocably request, with respect to Term A Loans, on or before 10:00 a.m. a.m., New York City time, not less than one Business Day prior to the Effective Date, that a Borrowing for the entire Term A Commitment Amount be made, and (Chicago b) may irrevocably request from time to time) , with respect to the Delayed Draw Loans, on or before 10:00 a.m., New York City time, on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor one Business Day’s notice and not more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's ’ notice, that a Borrowing be made in a an aggregate minimum amount of $250,000 1,000,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment1,000,000. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available , executed by an Authorized Representative of the Borrowers and the Subsidiary Guarantors to the Borrowers by wire transfer to effect that (i) the accounts proposed Credit Extension and its intended use are consistent with the terms of the Loan Documents and the Budget, (ii) the Borrowers shall and the Subsidiary Guarantors have specified observed or performed all of their covenants and other agreements and have satisfied in their Borrowing Requestall 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 or Event of Default. On or before 11:00 a.m. 2:00 p.m. (Chicago New York City time) 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 ’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 Administrative Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have account specified in their the Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering a Borrowing Request duly executed agreement substantially in the form of Exhibit A (the "Funds Flow Undertaking") to the Administrative Agent on or before 10:00 a.m. (Chicago 12:00 Noon, New York City time) , on a Business Day, the Borrowers Borrower (i) may from time to time irrevocably request, (x) on not less than three (3) nor more than five (5) Business Days' notice, orin the case of a LIBO Rate Loan and (y) on the same Business Day, in the case of a Base Rate Borrowing, one (1) Business Day's noticeLoan, that a Borrowing the Term Loans be made in a minimum amount of $250,000 and an integral multiple of $50,000on the Effective Date, or in the unused amount of the applicable Commitment. On on the terms and subject to the conditions of this Agreement, each Borrowing shall be made on in an amount equal to the Business Day entire amount of the Term Loan Commitment Amount (or such lesser amount as specified in the Funds Flow Undertaking) in a single type and (ii) shall specify in the Funds Flow Undertaking, in the case of each portion of the Borrowing that is a LIBO Rate Loan, the initial Interest Period for each such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing RequestLIBO Rate Loan. On or before 11:00 a.m. (Chicago 2:00 p.m., New York City time) , on such Business Day the Effective Date, each Term Loan Lender shall deposit with the Administrative Agent same day immediately available funds in an the amount equal to of the Term Loans set forth opposite such Term Loan Lender's Percentage name on Schedule 1.1(a) (or such Term Loan Lender's pro rata portion of such lesser amount as specified in the requested BorrowingFunds Flow Undertaking). Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Term Loan Lenders. To the extent funds are received from the Term Loan Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts Closing Date Bank Account the Borrowers Borrower shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loanthe Funds Flow Undertaking. (b) Each Lender mayBorrowing of Working Capital Loans shall be made on notice, if it so electsgiven not later than 12:00 Noon, fulfill its obligation New York City time, on the third Business Day prior to make, continue or convert the date of the proposed Borrowing (in the case of a Borrowing of Working Capital Loans to consist of LIBO Rate Loans) and no later than 12:00 Noon, New York City time, on the Business Day of the proposed Borrowing (in the case of a Borrowing of Working Capital Loans hereunder to consist of Base Rate Loans), by causing one the Borrower to the Administrative Agent, which shall give to each Working Capital Lender prompt notice thereof by facsimile transmission. Each such notice of its foreign branches a Borrowing of Working Capital Loans shall be made in writing, in substantially the form of a Borrowing Request, specifying therein (i) the requested date of such Borrowing (which shall be a Business Day), (ii) whether such Borrowing is to be a LIBO Rate Loan or Affiliates a Base Rate Loan, (or an international banking facility created by iii) the requested aggregate amount of such LenderBorrowing, (iv) to make or maintain such in the case of a LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed the initial Interest Period therefor and (v) the location and number of the Borrower's Bank Account to have been made and which funds are to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketdisbursed.

Borrowing Procedure. (a) By In the case of Revolving Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago noon, New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) the same Business Days' notice, or, Day’s notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made made, (a) in a the case of LIBO Rate Loans, in an aggregate minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or (b) in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Revolving Loan Commitment; provided, that no LIBO Rate Loans may be advanced when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent of the applicable CommitmentBorrowing Request. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to In the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On case of Revolving Loans, on or before 11:00 a.m. (Chicago a.m., New York time) , on such Business Day (or 3:00p.m., New York time, in the case of a Base Rate Loan requested on the same Business Day), each Lender that has a Revolving Loan Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Revolving Lender's ’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 Revolving Lenders. To the extent funds are received from the Revolving Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Revolving Lender's ’s obligation to make any Loan shall be affected by any other Revolving Lender's ’s failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. Subject to the terms and conditions of this Agreement, each Lender severally agrees to advance the Loan to the Borrower and the Borrower agrees to borrow in a single advance on the day following the Note Repurchase Date an amount requested by the Borrower up to the lesser of (a) the Commitment Amount and (b) the Note Repurchase Amount on a pro rata basis determined by the Commitment of such Lender. Any portion of the Commitment Amount which remains undrawn after the Advance Date shall no longer be available to the Borrower. No amount of the Loan repaid or prepaid by the Borrower may be reborrowed hereunder. By delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago 6:00 p.m., New York time) , on a Business Daythe Note Repurchase Date, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of request a Base Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing RequestAdvance. On or before 11:00 a.m. (Chicago 9:00 a.m., New York time) , on such Business Day the day following the Note Repurchase Date, each Lender shall shall, without any set-off or counterclaim, 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 are so received from the Lenders, the Administrative Agent shall shall, without any set-off or counterclaim, make such funds available to the Borrowers Borrower on or before 10:00 a.m., New York time, on the day following the Note Repurchase Date by wire transfer of same day funds to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By In the case of Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago noon, New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) the same Business Days' notice, or, Day’s notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made made, (a) in a the case of LIBO Rate Loans, in an aggregate minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or (b) in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Loan Commitment; provided, that all of the initial Loans shall be made as Base Rate Loans; provided further that no LIBO Rate Loans may be advanced when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent of the applicable CommitmentBorrowing Request. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago a.m., New York time) , on such Business Day (or 3:00p.m., New York time, in the case of a Base Rate Loan requested on the same Business Day), each Lender that has a Loan Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's ’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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By In the case of other than Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago 1:00 p.m., New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) one Business Days' notice, or, Day's notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that a Borrowing be made made, in the case of Revolving Loans, in a minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or in the case of Multi-Draw Term Loans, in a minimum amount of $2,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the applicable Commitment. 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 Day, specified in such Borrowing Request. The Lenders Promptly after receipt of a Borrowing Request, the Administrative Agent shall make such funds available provide a notice to the Borrowers by wire transfer to applicable Lenders specifying the accounts global amount of the Borrowers shall have specified Borrowing, such Lender's pro rata share thereof, the type of Loan, and, in their Borrowing Requestthe case of LIBO Rate Loans, the Interest Period with respect thereto. On In the case of other than Swing Line Loans, on or before 11:00 a.m. 2:00 p.m. (Chicago New York time) 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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering Each borrowing by a Borrowing Request Borrower hereunder shall be (i) in the case of any LIBOR Rate Loan, in an aggregate amount of not less than $500,000 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 $500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Parent, on behalf of the Borrowers, to the Agent on or before 10:00 in the form of EXHIBIT C hereto (the "Notice of Borrowing") delivered to the Agent not later than 11:30 a.m. (Chicago Houston time) (i) on the third Business Day prior to the Borrowing Date, if such borrowing consists of LIBOR Rate Loans; and (ii) on the Business Day prior to the Borrowing Date, if such borrowing consists of Base Rate Loans. Each Notice of Borrowing shall be irrevocable and shall specify (i) the amount of the proposed borrowing and of each Loan comprising a Business Daypart thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) with respect to any LIBOR Rate Loan, the Borrowers may from time Rate Period with respect to time irrevocably requesteach such Loan and the Expiration Date of each such Rate Period (PROVIDED, on that there shall not less than three (3) nor be more than five (5) Business Days' notice, or, Rate Periods in effect at any one time under this Agreement); and (v) the case demand deposit account of the Borrowers at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a Base Rate Notice of Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make deliver by fax a copy thereof to each Bank. The Parent may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); PROVIDED, that such funds available telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by wire transfer to the accounts the Borrowers shall have specified Parent or for otherwise acting in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loangood faith under this Section 2.2(a). (b) Each Lender may, if it so elects, fulfill its obligation Unless the Agent shall have received notice from a Bank prior to make, continue or convert LIBO Rate Loans hereunder by causing one the date of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, any borrowing that such LIBO Rate Loan shall nonetheless be deemed Bank will not make available to have been the Agent such Bank's Pro Rata Percentage of such borrowing, the Agent may assume that such Bank has made and such portion available to be held by the Agent on the date of such Lenderborrowing in accordance with Section 2.1(c), and the obligation Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Pro Rata Percentage available to the Agent, such Bank and the Borrowers (without duplication) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent, (i) in the case of the Borrowers Borrowers, at the interest rate applicable at the time to repay Loans comprising such LIBO Rate Loan shall nevertheless be to such Lender for borrowing, and (ii) in the account case of such foreign branchBank, Affiliate or international banking facilityat the Federal Funds Effective Rate. In additionIf such Bank shall repay to the Agent such corresponding amount, the Borrowers hereby consent and agree that, such amount so repaid shall constitute such Bank's Loan as part of such borrowing for purposes of this Agreement. (c) The failure of any determination Bank to make the Loan to be made for purposes by it as part of Section 5.1any borrowing shall not relieve any other Bank of its obligation, 5.2if any, 5.3 or 5.4hereunder to make its Loan on the date of such borrowing, it but no Bank shall be conclusively assumed that each Lender elected responsible for the failure of any other Bank to fund all LIBO Rate Loans make the Loan to be made by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketsuch other Bank on the date of any borrowing.

Borrowing Procedure. (a) By delivering a Borrowing Request Each Loan to be made hereunder 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 A (with appropriate completions). Each borrowing of Loans hereunder shall be made from the Lenders through advances of their respective Pro Rata Shares of such Loan. Agent on 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 before 10:00 Additional Borrower, as applicable, in accordance with Agent's Payment Instructions by 11:00 a.m. (Chicago New York City time) on a Business Daythe proposed Borrowing Date, as notified by Agent, in funds immediately available to Agent. Upon fulfillment of the Borrowers may from time applicable conditions set forth in Section 3.1 and 3.2, and subject to time irrevocably requestthe Funding Procedures and Policies, on not less than three (3) nor more than five (5) Business Days' noticeAgent shall make the proceeds of the Loans available to Borrower or Additional Borrower, oras applicable, in accordance with Borrower's payment instructions. Without limiting the generality of the foregoing, in the case of any 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 applicable Vendor, 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 Base Rate Borrowingnotice 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 (1ii) Business Day's notice, that a Borrowing of this section shall not apply and no such Loans shall be made in until Borrower provides a minimum amount notice of $250,000 borrowing with respect to such invoice. Borrower hereby authorizes and an integral multiple directs Agent to make direct payment to any Vendor and any other intended recipient, if any, of $50,000, or Loan proceeds. Notwithstanding anything in the unused amount of Funding Procedures and Policies to the applicable Commitment. On the terms and contrary, Agent shall, subject to the conditions provisions of this Agreement, each 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 made on deemed to have submitted a notice of borrowing requesting Lenders to make Tranche X Loans to Borrower in the Business Day specified in aggregate amount of such Borrowing Request. The interest and/or fees, whereupon, provided no Default or Event of Default has occurred and is continuing, Lenders shall make such funds available Tranche X Loans, subject to the Borrowers terms and conditions set forth in this Agreement, the Schedule and the other Loan Documents, and Agent shall retain the proceeds of such Tranche X Loans and shall immediately apply such proceeds as payment by wire transfer Borrower for such interest and/or fees. All borrowings of Loans shall be subject to the accounts the Borrowers Funding Procedures and Policies unless CSCC shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the no longer act as 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loanhereunder. (b) Each Unless Agent receives notice from a Lender mayon or prior to the Closing Date or, if it so electswith respect to any borrowing after the Closing Date, fulfill its obligation at least one Banking Day prior to make, continue or convert LIBO Rate Loans hereunder by causing one the date of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, howeverborrowing, that such LIBO Rate Loan shall nonetheless be deemed Lender will not make available as and when required hereunder to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender Agent for the account of Borrower the amount of that Lender's Pro Rata Share of the borrowing, Agent may assume that each Lender has made such foreign branchamount available to Agent in immediately available funds on the Borrowing Date and Agent may (but shall not be so required), Affiliate or international banking facilityin reliance upon such assumption, make available to Borrower on such date a corresponding amount. In additionIf and to the extent any Lender shall not have 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 Borrowers hereby consent and agree thatBanking Day following such Borrowing Date make such amount available to Agent, together with interest at the Federal Funds Rate for each day during such period. A notice prepared by Agent submitted to any Lender with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Banking Day following the Borrowing Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such borrowing. (c) The failure of any determination Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each by such other Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketon any Borrowing Date.

Borrowing Procedure. (a) By delivering a Borrowing Request to the Agent at the Agent's Atlanta Office on or before 10:00 a.m. (Chicago 11:00 a.m., New York City time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, (i) in the case of Revolving A Loans, on not less than two (2) Business Days' nor more than three (3) nor more than five (5) Business Days' notice, or, notice and (ii) in the case of a Base Rate BorrowingRevolving B Loans, on not less than one (1) Business Day's Day notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall Revolving Loans be made on the Business Day specified in such Borrowing Request. The Lenders Borrowing Request shall make specify whether such funds available Borrowing is to be made as Revolving A Loans or Revolving B Loans. Borrowings of Revolving A Loans shall be in a minimum aggregate amount equal to $250,000 and in integral multiples of $50,000 or, if less, the Borrowers by wire transfer amount of the Revolving A Loan Availability immediately prior to such Borrowing. Borrowings of Revolving B Loans shall be in a minimum aggregate amount equal to $50,000 and in integral multiples of $50,000 or, if less, the accounts amount of the Borrowers Revolving B Loan Availability immediately prior to such Borrowing. Each Revolving Loan shall have be made on the Business Day specified in their the Borrowing RequestRequest therefor (including the initial Revolving Loans to be made on the Closing Date). On or before 11:00 a.m. (Chicago time) on the day prior to such Business Day specified by the Borrower, each Lender shall shall, on or before 2:00 p.m., New York City time, deposit same day funds with the Agent same day funds in an amount equal to such Lender's Revolving Percentage of the requested Borrowing. Such , such deposit will to be made to an such account which as the Agent shall specify from time to time by notice to the Lenders. To On the extent funds are received from Business Day specified by the LendersBorrower in the Borrowing Request, the Agent proceeds of all Borrowings shall make such funds be made available to the Borrowers Borrower by wire transfer of such proceeds to such transferees, or to such accounts of the accounts Borrower, as the Borrowers Borrower shall have specified in their the Borrowing RequestRequest therefor; provided, however, that in each case the Agent shall be required to make available to the Borrower the proceeds of any Borrowing only to the extent received by it in same day funds from the Lenders. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering Except as hereinafter provided, all requests by the Borrowers for Loans shall be made by notice in writing (a Borrowing Request to “Notice of Borrowing”) in the Agent on or before 10:00 a.m. (Chicago time) on a Business Dayform attached hereto as Exhibit B, accompanied by such information and documents concerning, as applicable, the Borrowers amount of the Loan and the applicable Borrowing Date, the Borrowers’ financial condition, and/or other matters as the Lenders may from time to time irrevocably requestrequire. The Borrowers agree that they shall not request (a) any Loan that would cause the outstanding principal balance of the Loans to exceed the lesser of the Aggregate Commitment or the Borrowing Base, less the amount of any outstanding L/C Obligations. If for any reason the sum of the outstanding Loans shall nevertheless exceed the lesser of the Aggregate Commitment or the Borrowing Base less the outstanding L/C Obligations, the Borrowers shall remain liable for the entire amount outstanding, with interest, fees, and charges thereon as provided herein, and the Borrowers shall immediately upon demand pay to the Agent for the benefit of the Lenders the amount of such excess, with interest thereon as provided herein. (i) In order to accommodate the Borrowers’ desire to manage their cash by initiating borrowings and payments under SunTrust Bank’s cash management program, borrowings and payments of Loans may be requested and made as described in this Section 2.2(b). SunTrust Bank will monitor the Management Account on not less than three (3) nor more than five (5) each Business Days' noticeDay to determine the amount of Excess Funds, orif any, in the case Management Account, and the Borrowers authorize SunTrust Bank to transfer Excess Funds from the Management Account and apply the same (or a portion thereof, as applicable) in payment of Loans then outstanding and interest thereon. (ii) If SunTrust Bank determines on any Business Day that the amount of Available Funds is, or would upon presentment of instruments and obligations then currently held by SunTrust Bank pending presentment be, less than the Target Balance, the Borrowers authorize SunTrust Bank to make a Base Rate BorrowingCash Management Loan in the amount necessary to cause the Available Funds to equal at least the Target Balance, one (1) Business Day's notice, that a Borrowing without the necessity of any formal request therefor to be made in a minimum amount by the Borrowers, and the proceeds of $250,000 and an integral multiple of $50,000, or such Cash Management Loan will be simultaneously deposited by SunTrust Bank in the unused amount Management Account and simultaneously applied insofar as necessary to satisfy instruments presented against the Borrowers’ account for payment (including, without limitation, authorized electronic funds transfers), and to satisfy due and unpaid Obligations of the applicable Commitment. On the terms and subject Borrowers hereunder relating to the conditions payment of this Agreementinterest (without the necessity for the Borrowers to provide direction to SunTrust Bank to make payment of such interest, each Borrowing which direction shall be made on presumed unless and until the Business Day specified in such Borrowing Request. The Lenders shall make such funds available may be notified to the contrary at any time by the Borrowers, and which payments shall, assuming sufficient Available Funds following application of the above procedures, be automatic), such that the balance in the Management Account will not actually go below the Target Balance. (iii) The Borrowers shall pay to SunTrust Bank a periodic service charge for the services to be performed by wire transfer SunTrust Bank under the Cash Management Agreements, which charge shall be determined from time to time according to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on schedule of such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will charges which may be made to an account which the Agent shall specify established from time to time by notice SunTrust Bank pursuant to the LendersCash Management Agreements. To The Borrowers acknowledge that the extent funds services to be performed by SunTrust Bank under the Cash Management Agreements are received from the Lenders, the Agent shall make such funds available provided as a service accommodation to the Borrowers by wire transfer and do not, and shall not, constitute conditions to or considerations for the Obligations, and, therefore, none of the Agent, SunTrust Bank, or any other Lender shall be liable to the accounts Borrowers and the Borrowers shall have specified not be entitled to any reduction in their Borrowing Request. No Lender's obligation interest charged to make the Borrowers on the Loans on account of any Loan shall failure of SunTrust Bank to cause any reduction to be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate made in the principal amount of Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loanoutstanding; provided, however, that such LIBO Rate Loan SunTrust Bank shall nonetheless be deemed responsible to have been made the Borrowers for any loss or liability that the Borrowers sustain as a result of the gross negligence or willful misconduct of SunTrust Bank in the operation of the program. Nothing herein contained shall be construed to limit, diminish, or in any way impair any security interest, lien, or right of setoff of the Agent for the benefit of the Lenders, or any Lender. The Lenders acknowledge and to be held agree that the periodic service charge paid by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan SunTrust Bank under this Section 2.2 shall nevertheless be to such Lender for the account of SunTrust Bank only and shall not be shared by the Lenders in accordance with their Commitment Percentages or otherwise. (iv) At any time SunTrust Bank may terminate the operation of the cash management program without prior notice to the Borrowers; provided, however, that SunTrust Bank shall endeavor to give prior notice to the Borrowers of any proposed termination. After termination of such foreign branch, Affiliate or international banking facility. In additionprogram, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes may request Loans only in accordance with the provisions of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market2.2(a).

Borrowing Procedure. (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago a.m., San Francisco time) , on a Business Day, the Borrowers Company, on advance notice of at least (i) three Business Days, in the case of any disbursement of LIBO Rate Loans, or (ii) one Business Day, in the case of any disbursement of Reference Rate Loans, but in no case more than five Business Days, may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in request that the case Lenders make a disbursement of Revolving Loans. Each request for a Base disbursement of Reference Rate Borrowing, one (1) Business Day's notice, that a Borrowing be made in a minimum Loans shall specify an aggregate principal amount of at least $250,000 1,000,000 and an integral multiple multiples of $50,0001,000,000 in excess thereof, or in the unused and each request for a disbursement of LIBO Rate Loans shall specify an aggregate principal amount of the applicable Commitmentat least $5,000,000 and integral multiples of $1,000,000 in excess thereof. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Loans of the type(s) and Interest Period(s) specified in such Borrowing Request and shall be made on the Business Day specified in such Borrowing Request. The Lenders Agent shall make promptly notify each Lender by telephone (promptly confirmed in writing) of any such funds available Borrowing Request on the day such Borrowing Request is received by the Agent. Subject to Section 2.1.3, prior to 9:30 a.m., San Francisco time, on the Borrowers by wire transfer to the accounts the Borrowers shall have Business Day specified in their such Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day , each Lender shall deposit with the 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 Agent shall specify from time to time by written notice to the Lenders. To the extent funds are received from the LendersLenders by 9:30 a.m., San Francisco time, on any Business Day, the Agent shall make deposit such funds available into the Company's account number 12339 11101 at Bank of America, or such other account at Bank of Amexxxx xx xxx Company shall notify the Agent from time to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Requesttime, not later than 10:30 a.m., San Francisco time, on such Business Day. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) By delivering a Borrowing Request to the Agent on or before 3:00 p.m., San Francisco time, on a Business Day, the Company may from time to time request that Agent make a disbursement of a Swingline Loan. Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO request for a disbursement of a Swingline Loan shall specify an aggregate principal amount of at least $500,000 and integral multiples of $10,000 in excess thereof. All Swingline Loans shall be Reference Rate Loans hereunder and no Swingline Loan may be outstanding for more than seven calendar days. Agent shall deposit same day funds in an amount equal to the requested Swingline Loan into the Company's account number 12339 11101 at Bank of America, or such other account at Bank of Amexxxx xx xxx Company shall notify the Agent from time to time, not later than 3:00 p.m., San Francisco time, on such Business Day. (c) In lieu of delivering the above-described Borrowing Requests, the Company may give the Agent telephone notice by causing one the required time of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loanany proposed Borrowing; provided, however, provided that such LIBO Rate notice shall be promptly confirmed in writing by delivery of a Borrowing Request on or prior to the proposed borrowing date. Each telephone request for a Revolving Loan or a Swingline Loan shall nonetheless be deemed to have been made and conclusively presumed to be held made by such Lender, a Person authorized by the Company to do so and crediting a Revolving Loan or a Swingline Loan to the Company's deposit account shall conclusively establish the obligation of the Borrowers Company to repay such LIBO Rate Revolving Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketSwingline Loan as provided herein.

Borrowing Procedure. (a) By delivering a Borrowing Request Except with respect to the Agent on credit sweep provisions of the Revolving Credit Note and requests for Advances made through the Lender’s internet request system, the Borrower shall give the Lender notice of each Revolving Credit Advance by means of an Advance Request Form containing the information required therein and delivered (by hand or before 10:00 a.m. by mechanically confirmed facsimile) to the Lender no later than 1:00 p.m. (Chicago Texas time) on a Business Day, the Borrowers may from time to time irrevocably request(i) for Prime Rate Loans, on not less than three (3) nor more than five (5) the Business Days' noticeDay prior to the day on which the Revolving Credit Advance is desired to be funded, orspecifying the requested date of the Revolving Credit Advance, in a minimum amount of $100,000 plus integral multiples thereof, and (ii) for LIBOR Loans, three Business Days prior to the case day on which the Revolving Credit Advance is desired to be funded, specifying the requested date of a Base Rate Borrowingthe Revolving Credit Advance, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an plus integral multiple of $50,000multiples thereof. The Lender at its option may accept telephonic requests for such Revolving Credit Advances, or in the unused amount provided that such acceptance shall not constitute a waiver of the applicable CommitmentLender’s right to require delivery of an Advance Request Form in connection with subsequent Revolving Credit Advances. On Any telephonic request for a Revolving Credit Advance by the Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to the Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Revolving Credit Advance. The Lender shall have no liability to the Borrower for any loss or damage suffered by the Borrower as a result of the Lender’s honoring of any 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 Lender by the Borrower and the Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and subject to the conditions of this Agreement, each Borrowing Revolving Credit Advance shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers Borrower by wire transfer to depositing the accounts same, in immediately available funds, in an account of the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit Borrower designated by the Borrower maintained with the Agent same day funds in an amount equal to such Lender's Percentage of Lender at the requested Borrowing. 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 Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any LoanPrincipal Office. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. The Revolving Credit Loans shall be made at such time or times as Borrower shall request. All Revolving Credit Loans shall be made, processed and documented in accordance with the following terms and conditions: (a) By delivering a Borrowing Request Each of the Revolving Credit Loans shall be made on at least one (1) business day's advance notice in writing or by telephone to the Agent on Lender from Waltxx Xxxxxx xx Borrower's Chief Financial Officer, or before 10:00 a.m. (Chicago timesuch person(s) on a Business Day, the Borrowers as either person may from time to time irrevocably requestdesignate in writing to Lender, on not less than three (3) nor more than five (5) Business Days' noticespecifying the date and amount thereof. Lender shall credit the amount of such Revolving Credit Loan to the checking account of Borrower with Lender designated as the operating account of Borrower, orprovided, in the case of a Base Rate Borrowing, one (1) Business Day's noticehowever, that a Borrowing be made in a minimum amount no Event of $250,000 Default has occurred hereunder, and an integral multiple all requirements and preconditions imposed by this Agreement have been met. Advice of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing borrowings hereunder shall be made on the Business Day specified in given to J. Brucx Xxxxxxxxx, xx such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago timeother officer(s) on such Business Day each of Lender shall deposit with the 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 Agent shall specify as Lender may designate from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loantime. (b) Each Borrower shall give to Lender maywritten confirmation of each request for a Revolving Credit Loan, if it so electsand Lender shall give Borrower written confirmation of the making of each Revolving Credit Loan and such credit, fulfill its obligation which confirmation shall constitute conclusive evidence, absent manifest error, of the making of a Revolving Credit Loan hereunder. In cases where Borrower does not receive from Lender notice of a debit or credit to makethe account, continue as provided herein, on the advances or convert LIBO Rate Loans hereunder repayments, the amounts owing under the Revolving Credit Note and the applicable interest rate(s) thereon, shall be the amounts indicated by causing one Lender's records. (c) Borrower agrees that Lender shall incur no liability in acting upon written or telephonic instructions which the recipient of its foreign branches or Affiliates (or the instructions believes in good faith to be given by an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; providedauthorized person, however, notwithstanding the fact that such LIBO Rate Loan instructions (d) All instructions from Borrower to Lender shall nonetheless be deemed to have been made and given by 1:00 p.m. (Providence time) on any banking day in order to be held effective that day. If given after 1:00 p.m. (Providence time), such instructions shall be effective as of the next banking day or as Borrower and Lender may mutually agree. (e) Each request by Borrower for a borrowing hereunder shall constitute a representation and a warranty by Borrower to Lender that all of Borrower's representations and warranties set forth in Section 3 below are true and accurate as of the date of such Lender, request. (f) Each request for the issuance by Lender of Letters of Credit hereunder shall be accompanied by the name and address of the intended beneficiary thereof and the obligation completion of the Borrowers standard application relating thereto. Prior to repay such LIBO Rate Loan the issuance of Letters of Credit hereunder, Borrower shall nevertheless be pay to such Lender for the account all of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent Lender's Letter of Credit fees and agree that, for purposes charges and execute Lender's standard Letter of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketCredit documents.

Borrowing Procedure. (a) By delivering To request a Borrowing, the Designated Company shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent on or before not later than 10:00 a.m. (Chicago a.m., London time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five Business Days before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (5i) the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such Borrowing(s), together with a schedule attached to such Borrowing Request, which schedule shall specify (x) the amount required to be funded by each Aleris Incremental Term Lender based on its pro rata share of the Aleris Incremental Term 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Loan Commitments (and which amount shall not exceed such Aleris Incremental Term Lender’s Aleris Incremental Term Loan Commitment), which amount shall give effect to any net funding in respect thereof in accordance with the terms of the applicable Fee Letters, and which schedule shall clearly indicate each Aleris Incremental Term Lender that is net funding (for the avoidance of doubt, only arranger fees may be net funded) or (y) the amount required to be funded by each Tranche A-1 Term Lender based on its pro rata share of the Tranche A-1 Term Commitments (and which amount shall not exceed such Tranche A-1 Term Lender’s Tranche A-1 Term Commitment); (ii) the date of such Borrowing(s), which shall be a Business Days' noticeDay (and (A) in the case of the Aleris Incremental Term Loans, or(x) such Business Day shall occur on or prior to the Aleris Incremental Commitment Termination Date, and (y) such date shall be the date that the Aleris Incremental Term Loans are to be funded into the Escrow Account pursuant to Section 2.21 and (B) in the case of Tranche A-1 Term Loans, such Business Day shall occur on or prior to the Tranche A-1 Commitment Termination Date); (iii) the initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month); (iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); provided that, in the case of a Base Borrowing of Aleris Incremental Term Loans, such account shall be the Escrow Account; provided, further, that in the case of a Borrowing of Tranche A-1 Term Loans, the Co-Borrower shall direct that the proceeds of such Borrowings received by the Administrative Agent shall be applied directly by the Administrative Agent to repay Initial Term Loans; and (v) in the case of the initial Credit Extension hereunder, under the Aleris Incremental Term Loan Commitments, under the Tranche A-1 Term Commitments, or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and in the case of Aleris Incremental Term Loans, that the Aleris Acquisition Closing Date and the Aleris Incremental Funding Date is expected to occur within three Business Days after the date designated pursuant to clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. Subject to the second proviso in the definition of “Interest Period,” and except as provided in Section 2.21, if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, one (1) Business Day's notice, that then the Co-Borrowers shall be deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage as part of the requested Borrowing. 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 Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering Except as hereinafter provided, all requests by the Borrowers for Loans shall be made by notice in writing (a Borrowing Request to “Notice of Borrowing”) in the Agent on or before 10:00 a.m. (Chicago time) on a Business Dayform attached hereto as Exhibit B, accompanied by such information and documents concerning, as applicable, the Borrowers amount of the Loan and the applicable Borrowing Date, the Borrowers’ financial condition, and/or other matters as the Lenders may from time to time irrevocably requestrequire. The Borrowers agree that they shall not request (a) any Loan that would cause the outstanding principal balance of the Loans to exceed the lesser of the Aggregate Commitment or the Borrowing Base, less the amount of any outstanding L/C Obligations. If for any reason the sum of the outstanding Loans shall nevertheless exceed the lesser of the Aggregate Commitment or the Borrowing Base less the outstanding L/C Obligations, the Borrowers shall remain liable for the entire amount outstanding, with interest, fees, and charges thereon as provided herein, and the Borrowers shall immediately upon demand pay to the Agent for the benefit of the Lenders the amount of such excess, with interest thereon as provided herein. (i) In order to accommodate the Borrowers’ desire to manage their cash by initiating borrowings and payments under Wachovia’s Target Plus cash management program, borrowings and payments of Loans may be requested and made as described in this Section 2.2(b). Wachovia will monitor the Management Account on not less than three (3) nor more than five (5) each Business Days' noticeDay to determine the amount of Excess Funds, orif any, in the case of a Base Rate BorrowingManagement Account, one (1) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or the Borrowers authorize Wachovia to transfer Excess Funds from the Management Account and apply the same in the unused following order of priority: first in payment of Loans then outstanding, and second, to purchase the Investment (or increase the amount of the applicable Commitmentexisting Investment) to the extent that minimum investment requirements are met. (ii) If Wachovia determines on any Business Day that the amount of Available Funds is, or would upon presentment of instruments and obligations then currently held by Wachovia pending presentment be, less than the Target Balance, the Borrowers authorize Wachovia to liquidate the Investment, in whole or in part in accordance with the minimum investment requirements associated with the Investment, and transfer the proceeds of such liquidation to the Management Account in order to cause Available Funds to equal at least the Target Balance. On If after liquidation of the entire Investment and transfer of the liquidation proceeds to the Management Account, Available Funds are, or would upon presentment as aforesaid be, still less than the Target Balance, Wachovia shall, provided that all of the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available Agreement applicable to the Borrowers have been met, simultaneously make a Cash Management Loan in the amount necessary to cause the Available Funds to equal at least the Target Balance, without the necessity of any formal request therefor to be made by wire transfer the Borrowers, and the proceeds of such Cash Management Loan will be simultaneously deposited by Wachovia in the Management Account and simultaneously applied insofar as necessary to satisfy instruments presented against the Borrowers’ account for payment (including, without limitation, authorized electronic funds transfers), and to satisfy due and unpaid Obligations of the Borrowers hereunder relating to the accounts payment of interest (without the necessity for the Borrowers to provide direction to Wachovia to make payment of such interest, which direction shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with be presumed unless and until the Agent same day funds in an amount equal Lenders may be notified to such Lender's Percentage the contrary at any time by the Borrowers, and which payments shall, assuming sufficient Available Funds following application of the requested Borrowing. Such deposit above procedures, be automatic), such that the balance in the Management Account will not actually go below the Target Balance. (iii) The Borrowers shall pay to Wachovia a monthly service charge for the services to be made performed by Wachovia under its Target Plus cash management program, which charge shall be determined from time to an account time according to the schedule of such charges which the Agent shall specify may be established from time to time by notice Wachovia. The Borrowers acknowledge that the services to the Lenders. To the extent funds be performed by Wachovia under its Target Plus cash management program are received from the Lenders, the Agent shall make such funds available provided as a service accommodation to the Borrowers by wire transfer and do not, and shall not, constitute conditions to or considerations for the Obligations, and, therefore, none of the Agent, Wachovia, or any other Lender shall be liable to the accounts Borrowers and the Borrowers shall have specified not be entitled to any reduction in their Borrowing Request. No Lender's obligation interest charged to the Borrowers on the Loans on account of any failure of Wachovia to make any Loan shall Investment for the Borrowers or to cause any reduction to be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate made in the principal amount of Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loanoutstanding; provided, however, that such LIBO Rate Loan Wachovia shall nonetheless be deemed responsible to have been made the Borrowers for any loss or liability that the Borrowers sustain as a result of the gross negligence or willful misconduct of Wachovia in the operation of the program. Nothing herein contained shall be construed to limit, diminish, or in any way impair any security interest, lien, or right of setoff of the Agent for the benefit of the Lenders, or any Lender. Wachovia makes no warranties, express or implied, as to any Investment. The Lenders acknowledge and to be held agree that the monthly service charge paid by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan Wachovia under this Section 2.2 shall nevertheless be to such Lender for the account of Wachovia only and shall not be shared by the Lenders in accordance with their Commitment Percentages or otherwise. (iv) At any time Wachovia may terminate the operation of the Target Plus cash management program without prior notice to the Borrowers; provided, however, that Wachovia shall endeavor to give prior notice to the Borrowers of any proposed termination. After termination of such foreign branch, Affiliate or international banking facility. In additionprogram, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes may request Loans only in accordance with the provisions of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market2.2(a).

Borrowing Procedure. (a) By delivering The Borrower shall deliver a Borrowing Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on or before 10:00 a.m. (Chicago 11:00 a.m., London time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three two (3) nor more than five (52) Business Days' notice, or, Days in advance of the case of a Base Rate Borrowing, one date that is two (12) Business Day's notice, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, or in Days prior to the unused anticipated Delivery Date. The aggregate amount of the applicable CommitmentLoan to be advanced shall not exceed the US Dollar Maximum Loan Amount. b) The Facility Agent shall promptly notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its attachments. On the terms and subject to the conditions of this Agreement, each Borrowing the Loan shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Loan Request. On or before 11:00 a.m. (Chicago 2:00 p.m., London time) , on such the Business Day each Lender shall specified in such Loan Request, the Lenders shall, without any set-off or counterclaim, deposit with the Facility Agent same day Dollar funds in an amount equal to such Lender's ’s Percentage of the requested BorrowingLoan. Such deposit will be made to an account which the Facility Agent shall specify from time to time by notice to the Lenders. To the extent funds are so received from the Lenders, the Facility Agent shall shall, without any set-off or counterclaim, make such funds available to the Borrowers Borrower on the Business Day specified in the Loan Request by wire transfer of same day funds to the account or accounts the Borrowers Borrower shall have specified in their Borrowing its Loan Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. c) The Borrower shall, upon receipt of the Dollar funds into the account referred to in Section 2.3(b) above, (bi) Each Lender may, if it so elects, fulfill complete (save to the extent that such Dollar funds relate to the financing of the Buyer’s Allowance or the payment or reimbursement of the Hermes Fee) the purchase of EUR with its obligation counterparties or otherwise as set out in the Loan Request (by authorising and instructing the Facility Agent to make, continue or convert LIBO Rate Loans hereunder by causing one remit the necessary Dollar funds to the said counterparties) and shall procure the payment of its foreign branches or Affiliates all EUR proceeds of such transactions to the EUR Pledged Account no later than the Business Day immediately following the Business Day specified in the Loan Request and (or an international banking facility created by such Lenderii) to make or maintain the extent of any such LIBO Rate Loan; providedDollar funds as shall not be used to purchase EUR, however, that (by authorising and instructing the Facility Agent accordingly) shall procure the payment of such LIBO Rate Dollar funds to the Dollar Pledged Account no later than the Business day immediately following the Business Day specified in the Loan shall nonetheless be deemed to have been made and to be held by such Lender, and Request. d) Upon the obligation date of delivery of the Borrowers Purchased Vessel, moneys standing to repay such LIBO Rate the credit of the Pledged Accounts shall, in the manner set out in the Loan shall nevertheless Request, be disbursed as follows: (i) in EUR, to such Lender for the account of such foreign branchthe Builder, Affiliate as designated by the Builder and set out in the Loan Request, to the extent necessary to meet the final instalment of the Contract Price (excluding any portion thereof attributable to the Buyer’s Allowance); and (ii) in Dollars, (x) to the account or international banking facility. In additionaccounts of the Borrower, as designated by the Borrowers hereby consent Borrower and agree thatset out in the Loan Request, for purposes in respect of any determination 80% of the incurred Buyer’s Allowance; (y) to be made for purposes Hermes in payment of Section 5.1the Second Fee; and (z) to the account of the Borrower, 5.2as designated by the Borrower and set out in the Loan Request, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketreimbursement of the First Fee.

Borrowing Procedure. (a) By delivering Whenever Borrower desires a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago Revolving Advance, Borrower will notify Bank no later than 3:00 p.m. Pacific time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Base Rate Borrowing, one (1) Business Day's notice, Day prior to the Business Day that a Borrowing the Revolving Advance is to be made. Each such notification shall be made (i) by telephone or in-person followed by written confirmation from Borrower within twenty four (24) hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Loan Payment/Advance Request Form in substantially the form of Exhibit B-3 attached hereto. Notwithstanding the foregoing, in addition to any other requirements for borrowing a minimum Revolving Advance, the Borrower must deliver to the Bank a Revolving Loan Request in substantially the form of Exhibit B-2 attached hereto and a Loan Payment/Advance Request Form in substantially the form of Exhibit B-3 attached hereto, each dated as of the Funding Date of such Revolving Advance. Each such Revolving Loan Request will be effective upon receipt by the Bank, will be irrevocable, and must specify the date and amount of $250,000 and an integral multiple of $50,000, or in the unused amount of the applicable Commitmentborrowing. On the terms and subject Bank is authorized to the conditions of make Revolving Advances under this Agreement, each Borrowing based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Revolving Advances made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available under this Section 2.3(b) to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall Borrower’s deposit account maintained with the 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 Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any LoanBank at Borrower’s direction. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By delivering a Borrowing Request to the Agent at the Agent's Atlanta Office on or before 10:00 a.m. (Chicago 11:00 a.m., New York City time) , on a Business Day, the Borrowers Borrower may (a) request, on not less than one (1) Business Day's advance notice in the case of Base Rate Loans and not less than three (3) Business Days' advance notice in the case of Eurodollar Loans, that Term Loan A and Term Loan B be made on the Closing Date; and (b) from time to time irrevocably request, on not less than one (1) nor more than three (3) Business Days' notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days' notice, or, notice in the case of a Base Rate Borrowing, one (1) Business Day's noticeEurodollar Loans, that a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, Revolving Loans or in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall Term Loan C loans be made on the Business Day specified in such Borrowing Request. The Agent shall promptly notify the Lenders shall make of each such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. Subject to Section 2.1.6(a), Borrowings of Base Rate Loans shall be in a minimum aggregate amount equal to $100,000 and in integral multiples of $25,000 or, if less, the amount of the Revolving Loan Availability immediately prior to such Borrowing. Borrowings of Eurodollar Loans shall be in a minimum aggregate amount of $250,000 and in integral multiples of $50,000. Each Revolving Loan or Term Loan C loans shall be made on the Business Day specified in the Borrowing Request therefor (including the initial Revolving Loans to be made on the Closing Date), which Business Day shall be on or after the Closing Date. On such Business Day, each Lender shall, on or before 11:00 a.m. (Chicago 2:00 p.m., New York City time) on such Business Day each Lender shall , deposit same day funds with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such , such deposit will to be made to an such account which as the Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent The proceeds of all Borrowings shall make such funds be made available to the Borrowers Borrower on the Business Day specified in the Borrowing Request by wire transfer of such proceeds to such transferees, or to such accounts of the accounts Borrower, as the Borrowers Borrower shall have specified in their the Borrowing RequestRequest therefor; provided, however, that in each case the Agent shall be required to make available to the Borrower the proceeds of any Borrowing only to the extent received by it in same day funds from the Lenders. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By In the case of Loans, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago noon, New York time) , on a Business Day, the Borrowers Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) the same Business Days' notice, or, Day’s notice in the case of a Base Rate BorrowingLoans, one (1) or three Business Day's Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made made, (a) in a the case of LIBO Rate Loans, in an aggregate minimum amount of $250,000 1,000,000 and an integral multiple of $50,0001,000,000, or (b) in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Loan Commitment; provided, that no LIBO Rate Loans may be advanced when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent of the applicable CommitmentBorrowing Request. 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 Day, specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago a.m., New York time) , on such Business Day (or 3:00p.m., New York time, in the case of a Base Rate Loan requested on the same Business Day), each Lender that has a Loan Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's ’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 are received from the Lenders, the Administrative Agent shall make such funds available to the Borrowers Borrower by wire transfer to the accounts the Borrowers Borrower shall have specified in their its Borrowing Request. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan. (b) Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar market.

Borrowing Procedure. (a) By Upon any Disbursements being made in respect of one or more Letters of Credit (whether such Letters of Credit were issued to support the obligations of the Foreign Borrower, the U.S. Borrower or any Subsidiary of the U.S. Borrower (or any of their respective divisions)), the U.S. Borrower (in the case of a Letter of Credit issued for the account of other than the Foreign Borrower) and the Foreign Borrower (in the case of a Letter of Credit issued for its account) shall (unless it shall have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., Applicable Time, at least three Business Days prior to the date of such Disbursement) be deemed to have delivered to the Administrative Agent a Borrowing Request pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loan to such Borrower with a four month Interest Period in a principal amount equal to the aggregate amount of the Disbursements made on such date. Each Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Fronting Bank to reimburse the Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by either Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrowers that on the date of such Borrowing (both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be used to fund the Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the Loan. Each of the parties hereto acknowledge and agree that upon the satisfaction of the conditions precedent set forth in Section 6.1, the Existing Loans shall be deemed to be Loans made by the Fronting Bank on the Effective Date under the terms of this Agreement and shall thereafter accrue interest and fees pursuant to the terms hereof, and each Lender shall continue to participate in such Loans in an amount equal to such Lender's Percentage of the outstanding principal amount of the Existing Loans. (b) In addition to the provisions of the making of Loans set forth in clause (a), above, by delivering a Borrowing Request to the Administrative Agent on or before 10:00 a.m. (Chicago time) 11:00 a.m., Applicable Time, on a Business Day, the Borrowers a Borrower may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, notice (in the case of a LIBO Rate Loans) and on the date of such Borrowing (in the case of Base Rate Borrowing, one (1) Business Day's noticeLoans), that a Borrowing be made as other than a LIBO Rate Loan having a four month Interest Period or in an amount other than the full amount of Disbursements with respect to which such Loan is to be made. If either Borrower elects that a Borrowing be made as a LIBO Rate Loan having a one, two or three month Interest Period pursuant to this clause, then upon the expiration of such Interest Period such Borrower shall (unless it shall have given notice to the Administrative Agent to the contrary prior to 11:00 a.m., Applicable Time, at least three Business Days prior to the date of such Disbursement) be deemed to have delivered to the Administrative Agent a Continuation/Conversion Notice pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank continue the outstanding LIBO Rate Loan as a LIBO Rate Loan with an Interest Period of (i) one month, in the case of the expiration of a three month Interest Period or Interest Periods which, in the aggregate, equal three months, (ii) two months, in the case of the expiration of a two month Interest Period or Interest Periods which, in the aggregate, equal two months, or (iii) three months, in the case of the expiration of a one month Interest Period, in each case in a minimum principal amount of $250,000 and an integral multiple of $50,000, or in equal to the unused amount of the applicable CommitmentLIBO Rate Loan with an Interest Period then expiring. 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 Day, specified (or deemed to be specified) in such Borrowing Request. . (c) The Lenders shall Fronting Bank may, at any time (whether or not a Default or Event of Default has occurred and is then continuing), in its sole and absolute discretion but subject to clause (a)(ii) of Section 2.1.3, demand that each other Lender make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds a Loan in an amount equal to such Lender's Percentage of the requested Borrowingaggregate principal amount of all or a portion of the Loans outstanding on the date such demand is made, and may (in its sole discretion) elect which Loans (as among the Borrowers) are to be chosen as the Loans to be refunded by the Lenders. Such deposit will be made Each Lender (other than the Fronting Bank) irrevocably agrees that it shall (whether or not the conditions to the making of a Credit Extension contained in Article VI have been (or can be) satisfied) make such Loan by depositing the amount so demanded in same day funds in an account specified by the Fronting Bank on or before 11:00 a.m. New York City time on the first Business Day following receipt of such a demand. The Fronting Bank agrees to apply all such funds received by it under this clause to refund and refinance the Loans previously made by it to either Borrower, as identified in the demand that it delivers to the Lenders pursuant to this clause. On the date (a "Funding Date") that the Lenders (other than the Fronting Bank) advance funds to the Fronting Bank pursuant to this clause, the principal amount so refunded and refinanced shall become a Loan to the Borrower identified by the Fronting Bank outstanding under such Lender's Note to that particular Borrower and shall no longer be a Loan owed to the Fronting Bank under the Fronting Bank's Note to that particular Borrower. All interest payable with respect to any Loans made pursuant to this clause shall be appropriately adjusted to reflect the period of time during which such Loans were owing to the Agent shall specify from time Fronting Bank and, on and subsequent to time by notice a Funding Date, such Loans were owing to the Lenders. To The obligation of each Lender to make Loans by way of advancing immediately available funds to the extent funds are received from Fronting Bank on a Funding Date to be applied to refund and refinance the Lenders, Loans previously made by the Agent shall make such funds available Fronting Bank to the Borrowers by wire transfer to the accounts the Borrowers (or either one of them) under this clause shall have specified in their Borrowing Request. No Lender's obligation to make any Loan be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other Lender's failure to make right which any Loan. Lender may have against Scotiabank, the Borrowers or any other Person for any reason whatsoever; (bii) Each Lender may, if it so elects, fulfill its obligation to make, continue the occurrence or convert LIBO Rate Loans hereunder by causing one continuance of its foreign branches any Default or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation inability of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for otherwise satisfy the account conditions precedent set forth in Article VI; (iii) any adverse change in the condition (financial or otherwise) of such foreign branch, Affiliate either Borrower or international banking facility. In addition, any other Obligor; (iv) the Borrowers hereby consent and agree that, for purposes acceleration or maturity of any determination Loans or other Obligations or the termination of any Commitment after the making of any Loan; (v) any breach of this Agreement or any other Loan Document by either Borrower, any other Obligor or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to be made for purposes any of Section 5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's interbank eurodollar marketthe foregoing.