Common use of Borrowing Procedure Clause in Contracts

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

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

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

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

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

Borrowing Procedure. (a) The Company will request a Loan hereunder Borrower shall give the Lender notice by written notice in means of an Advance Request Form of each requested Advance at least one (1) Business Day before the form requested date of Exhibit 2.2 annexed hereto, each LIBOR Advance or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing DateCost of Funds Advance, or, in no later than the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event date of any inconsistency between requested Prime Rate Advance, in each case specifying: (a) the telephonic notice and the written confirmation thereofrequested date of such Advance (which shall be a Business Day), the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (ib) the amount of the requested Loan; such Advance, (iic) the proposed Borrowing Date; (iii) whether such Loan will bear interest at Type of the Variable Rate or at the Adjusted LIBOR Rate; Advance, and (ivd) in the case of an Adjusted a LIBOR Rate LoanAdvance or Cost of Funds Advance, the duration of the Interest Period thereforfor such Advance. Upon The Lender at its receipt option may accept telephonic Advance requests by an Authorized Officer who provides the Lender with the Security Code, provided that such acceptance shall not constitute a waiver of such notice from the Company, Lender's right to delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for an Advance by the Agent Borrower shall be promptly give notice confirmed by submission of a properly completed Advance Request Form to the other BanksLender. Each LIBOR or Cost of Funds Advance shall be in a minimum principal amount of $500,000 and each Prime Rate Advance shall be in a minimum principal amount of $100,000. Subject to the terms and conditions of this Agreement, each of which Advance shall have its respective portion of the requested Loan be made available to the Agent in Milwaukee Borrower by depositing the same, in immediately available funds funds, in an account of the Borrower maintained with the Lender at the principal office designated by the Borrower. All notices under this Section shall be irrevocable and shall be given not later than 2:00 p.m.P.M. Dallas, Milwaukee Texas time on the day which is not less than the number of Business Days specified above for such notice. (b) Within the limitations set forth above, and upon such terms and conditions as the Borrower and the Lender may agree from time to time, on the Borrowing Date. Out Lender will, at the request of the funds received from each Bank for the making of the Borrower, make Revolving Loans hereunderdenominated in Deutsche Marks, the Agent will make a Loan up to the Company equivalent (in the aggregate as to all such amount on behalf outstanding denominated Loans) of U.S. $1,500,000. Such Loans must be repaid in Deutsche Marks at the office designated by the Lender. The Borrower will immediately reimburse the Lender for any loss of yield and foreign exchange losses (and will pay such prepayment penalty as the Lender establishes) for any prepayment of such Banks. Notes and other required documents delivered Deutsche Mark Xxxns paid prior to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterstated maturity.

Borrowing Procedure. The Company will request a Loan hereunder by Borrower shall give Agent written notice (or telephonic notice promptly confirmed in writing) of each borrowing to be made by the Borrower substantially in the form of Exhibit 2.2 annexed hereto, or by telephonic notice A (which notice shall be confirmed in writing if the Agent so requestsa “Notice of Borrowing”), which notices will each such Notice of Borrowing to be irrevocable, delivered prior to the Agent not later than 11:00 a.m., Milwaukee a.m. (New York City time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two ) one (1) Business Days before the proposed Borrowing Date. In the event requested date of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will controleach borrowing. Each such request will Notice of Borrowing shall be effective upon receipt by the Agent irrevocable and will specify shall specify: (i) the aggregate principal amount of the requested Loan; such borrowing (which shall be in an aggregate principal amount no less than $1,000,000 or any multiple of $500,000 in excess thereof, in each case unless otherwise agreed by Agent), (ii) the proposed Borrowing Date; date of such borrowing (which shall be a Business Day) and (iii) whether the Borrower’s account for such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period thereforborrowing. Upon its Agent shall notify each Lender promptly after receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each a Notice of which shall have its respective portion Borrowing of the details thereof by email, telephone or other similar form of transmission. Each Lender shall, severally and not jointly, make the amount of such Xxxxxx’s Pro Rata Share of each borrowing request available to Agent in same day funds by wire transfer to Agent’s Payment Office not later than 1:30 p.m. (New York City time) on the requested Loan funding date so that Agent may make such funds available to the Agent Borrower in Milwaukee same day funds by wire transfer to the Borrower’s account set forth in the Notice of Borrowing. The Borrower shall pay to Agent, for its own account, a draw fee in the amount of $1,000, which fee shall be payable on the date of the borrowing of each Loan and, at the Borrower’s election, shall be automatically deducted from the proceeds of such Loan or paid by wire transfer of immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified specified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

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

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

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

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

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

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

Borrowing Procedure. The Company will request (a) Each advance under this Agreement shall be in an aggregate principal amount of at least $10,000.00. Any advance may be made directly to an account maintained by the Borrower with the Bank or, if the Borrower so requests and the Bank agrees, to any person on behalf of the Borrower, including a Title Insurer or its agent acting as escrow agent in connection with the purchase of a Lot. If requested by the Bank, the Borrower shall maintain a special checking account with the Bank into which all advances hereunder shall be deposited and against which only checks for Costs of Construction shall be drawn. (b) In order for the Borrower to obtain an advance hereunder, the Borrower shall deliver to the Bank at least one (1) Business Day before the requested date of such advance, a Loan hereunder by written notice Application in which the form of Exhibit 2.2 annexed hereto, Borrower shall specify or by telephonic notice (which notice shall be confirmed in writing if certify the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify following: (i) the amount of the requested Loan; such advance requested; (ii) the proposed Borrowing Date; date of such requested advance, which shall be a Business Day; (iii) whether the Maximum Outstanding Amount, the Aggregate Deed of Trust Amount, the outstanding balance of the Revolving Line of Credit and the available amount per the most recent Borrowing Base Report, all as of the date on which such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and notice is given; (iv) in that no Default or Event of Default is then existing; (v) that the case of an Adjusted LIBOR Rate Loan, advance by the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion Bank of the requested Loan available advance will not result in or give rise to a Default or an Event of Default; and (vi) that the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out representations and warranties of the funds received from each Bank for the making Borrower contained in this Agreement are true and correct as of the Loans hereunderdate on which such notice is given. (c) Simultaneously with the funding by the Bank of the initial advance with respect to any Lot or Improvements, the Agent will make Borrower shall cause a Loan Title Insurer to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) record in the case Official Public Records of Real Property of the Companyappropriate county, the rate applicable a Deed of Trust with respect to such Loan, Lot and the Improvements to be constructed thereon and (ii) issue the Title Insurance. (i) Simultaneously with the funding by the Bank of the initial advance with respect to any Inventoried Lot, the Borrower shall pay to the Bank a fee in the case amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such BankInventoried Lot. (ii) Simultaneously with the funding by the Bank of the initial advance with respect to any Lot or Improvements (including any lot which was previously an Inventoried Lot) , the Federal Funds Rate for each Borrower shall pay to the Bank a fee in the amount of one-fourth percent ( 1/4%) of the first three days Deed of Trust Amount of such Lot or Improvements. (e) Notwithstanding any provision to the contrary contained in this Agreement or fraction thereof) after in any other Security Instrument, in no event shall the date of demand Borrower be entitled to an advance hereunder, and the Variable Rate for each day Bank shall have no obligation to advance any amount hereunder, unless at the time of such advance (i) the Borrower is in full compliance with all of the provisions of this Section 5.2, (ii) no Default or fraction thereofEvent of Default is then existing and (iii) thereaftersuch advance will not result in the outstanding balance of the Revolving Line of Credit being in excess of the Maximum Outstanding Amount. Once the Bank has received notice of a requested advance, such notice shall not thereafter be revocable.

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

Borrowing Procedure. The Company will request a Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice Borrower shall be confirmed in writing if give the Agent so requests)notice of each requested Advance, which notices will be irrevocableby means of an Advance Request Form, to the Agent not later than before 11:00 a.m.A.M., Milwaukee timeBoston, Massachusetts time (a) on the proposed Borrowing Date, or, in same Business Day as the case requested date of an Adjusted LIBOR each Alternate Base Rate Loan, not less than two Advance and (b) at least three (3) Business Days before the proposed Borrowing Date. In the event requested date of any inconsistency between the telephonic notice and the written confirmation thereofeach Eurodollar Advance, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify specifying: (i) the amount requested date of the requested Loan; such Advance (which shall be a Business Day), (ii) the proposed Borrowing Date; amount of such Advance, (iii) whether such Loan will bear interest at the Variable Rate or at Type of the Adjusted LIBOR Rate; Advance, and (iv) in the case of an Adjusted LIBOR Rate Loana Eurodollar Advance, the duration of the Interest Period therefor. Upon its receipt of for such notice from the Company, the Agent shall promptly give notice to the other Banks, each of Advance (which shall have be one, two, three or six months in duration). The Agent at its respective portion option may accept telephonic requests for Advances to be made to an account previously designated in a written notice signed by two officers of the requested Loan available to the Agent in Milwaukee in immediately available funds Borrower, provided that such acceptance shall not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out constitute a waiver of the funds received from each Bank Agent's right to delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for an Advance by the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank Borrower shall be promptly delivered confirmed by submission of a properly completed Advance Request Form to the Agent. Each Eurodollar Advance shall be in a minimum principal amount of $5,000,000 or such Bank, or in accordance with instructions received from it, together with copies greater amount which is an integral multiple of such other documents received in connection with the borrowing as such Bank shall request$1,000,000. Unless the The Agent shall have been notified notify each Bank of the contents of each such notice on the day such notice is received by telephoneAgent if received by 11:00 A.M., confirmed promptly thereafter in writingBoston, by a Bank not later than 1:00 p.m., Milwaukee time, Massachusetts time on a Borrowing Date that such Business Day and otherwise on the next succeeding Business Day. Promptly on the date specified for each Advance hereunder, each Bank will not make available to the Agent at the Principal Office in immediately available funds, for the account of the Borrower, such Bank's pro rata share of a requested Loaneach Advance. After the Agent's receipt of such funds and subject to the terms and conditions of this Agreement, the Agent may assume that such Bank has made such amount will make each Advance available to the Agent andBorrower by depositing the same, in reliance upon such assumptionimmediately available funds, make available in an account of the Borrower maintained with the Agent designated by the Borrower or by wire transfer in accordance with written instructions from the Borrower. All notices by the Borrower to the Company Agent under this Section shall be irrevocable and shall be given not later than the time specified above for such notice on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving day which is not less than the number of Business Days specified above for such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. The Company will In respect of the Revolving Loans, the Loan Party Representative must submit (a) a request in writing before 11:00 a.m. on the date of a proposed Loan hereunder by written notice in which shall be a U.S. Government Securities Business Day, specifying (1) the form date of Exhibit 2.2 annexed hereto, or by telephonic notice the proposed Loan (which notice shall must be confirmed in writing if the Agent so requestsa U.S. Government Securities Business Day), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i2) the amount of the requested Loan; and (b) a 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, Loan Party Representative shall provide a written report to the Administrative Agent 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 the date of delivery of the Borrowing Base Certificate. The Administrative Agent shall have the right to review and adjust any calculations made in a Borrowing Base Certificate (i) to reflect the Administrative Agent’s estimate of declines in value of any of the Collateral described therein and (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bankcalculation is not in accordance with this Agreement or does not accurately reflect the amount of the Reserves then in effect. Any request in writing received by the Administrative Agent after 11:00 a.m. on a U.S. Government Securities Business Day, without giving such noticebut otherwise meeting the requirements of this Section 2.2, shall not have so made such amount available be funded on the following U.S. Government Securities Business Day; provided, that the Administrative Agent may in its sole discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the Agentapplicable U.S. Government Securities Business Day. Promptly following the receipt of any borrowing request as set forth herein, such Bank the Administrative Agent shall advise each Lender of the details thereof and the Company severally agree amount of such Lexxxx’s Revolving Loan to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent be made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case as part of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterrequested Advance.

Borrowing Procedure. The Company will To request a Loan hereunder Loan, Borrower shall deliver, by written notice in the form of Exhibit 2.2 annexed heretohand delivery or telecopier, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, a duly completed and executed Borrowing Request to the Administrative Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such a Eurodollar Loan, and not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Loan or (ii) in the case of such Bankan ABR Loan, the Federal Funds Rate for each of the first three days (A) equal to or fraction thereof) after less than $5.0M, not later than 9:00 a.m., New York City time, on the date of demand the proposed Loan and (B) in excess of $5.0M, not later than 9:00 a.m., New York City time, one Business Day before the Variable Rate for date of the proposed Loan. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) the aggregate amount of such Loan; (b) the date of such Loan, which shall be a Business Day; (c) whether such Loan is to be an ABR Loan or of Eurodollar Loan; (d) in the case of a Eurodollar Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Sections 4.02(b)-(c) have been satisfied as of the date of the notice. If no election as to the Type of Loan is specified, then the requested Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Loans, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each day (or fraction Lender of the details thereof and of the amount of such Lender’s Loan to be made as part thereof) thereafter.

Borrowing Procedure. (a) The Company will request borrowing by the Borrower hereunder shall be by way of a Loan hereunder by single borrowing of C$75,000,000 on the Closing Date. Such borrowing shall be made upon prior written notice from the Borrower to the Agent in the form of Exhibit 2.2 annexed hereto, or by telephonic notice B hereto (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, "Notice of Borrowing") delivered to the Agent not later than 11:00 a.m., Milwaukee 10:00 a.m. (Dallas time, on ) at least three Business Day prior to the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Closing Date. In the event The Notice of any inconsistency between the telephonic notice Borrowing shall be irrevocable and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will shall specify (i) the amount of the requested Loanproposed borrowing and of each Loan comprising a part thereof (which shall be in an aggregate amount of not less than C$3,000,000 or an integral multiple of C$1,000,000 in excess thereof); (ii) the proposed Borrowing Date (which shall be the Closing Date); (iii) whether the Interest Period with respect to each such Loan will bear interest and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at the Variable Rate or at the Adjusted LIBOR Rateany one time under this Agreement); and (iv) in the case demand deposit account of an Adjusted LIBOR Rate Loan, the Interest Period thereforBorrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Upon Promptly upon its receipt of such notice from the CompanyNotice of Borrowing, the Agent shall promptly deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice to by the other Banks, each of which shall have its respective portion required time of the requested Loan available proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Dateof a Notice of Borrowing. Out of the funds received from each Bank for the making of the Loans hereunder, Neither the Agent will make a Loan nor any Bank shall incur any liability to the Company Borrower in such amount on behalf of such Banks. Notes and other required documents delivered acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for the account of each Bank shall be promptly delivered to such Bank, or otherwise acting in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. good faith under this Section 2.2(a). (b) Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by received notice from a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date (which must be received at least one Business Day prior to the date of any borrowing) that such Bank will not make available to the Agent such Bank's pro rata share Pro Rata Percentage of a requested Loansuch borrowing as and when required hereunder, the Agent may assume that such Bank has made such amount portion available to the Agent andon the date of such borrowing in accordance with Section 2.1(c), and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Company Borrower on such Borrowing Date date a corresponding amount. 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 that such Bank, without giving such notice, any Bank shall not have so 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, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from at the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Overnight Rate for each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under this subsection (or fraction thereofb) thereaftershall be conclusive, absent manifest error. If such 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 comprising such borrowing. (c) The failure of any Bank to make the Loan to be made by it as part of any borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any borrowing.

Borrowing Procedure. The Company will request a Loan hereunder by Borrower shall give the Agent written notice (or telephonic notice promptly confirmed in writing) of each borrowing to be made by the Borrower substantially in the form of Exhibit 2.2 annexed hereto, or by telephonic notice A (which notice shall be confirmed in writing if the Agent so requestsa “Notice of Borrowing”), which notices will each such Notice of Borrowing to be irrevocable, delivered prior to the Agent not later than 11:00 a.m., Milwaukee a.m. (New York City time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two ) one (1) Business Days before the proposed Borrowing Date. In the event requested date of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will controleach borrowing. Each such request will Notice of Borrowing shall be effective upon receipt by the Agent irrevocable and will specify shall specify: (i) the aggregate principal amount of such borrowing (which shall be in an aggregate principal amount no less than $1,000,000 or any multiple of $500,000 in excess thereof, in each case unless otherwise agreed by the requested Loan; Agent), (ii) the proposed Borrowing Date; date of such borrowing (which shall be a Business Day) and (iii) whether the Borrower’s account for such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period thereforborrowing. Upon its The Agent shall notify each Lender promptly after receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each a Notice of which shall have its respective portion Borrowing of the requested Loan details thereof by email, telephone or other similar form of transmission. Each Lender shall, severally and not jointly, make the amount of such Lxxxxx’s Pro Rata Share of each borrowing request available to the Agent in Milwaukee in immediately available same day funds by wire transfer to the Agent’s Payment Office not later than 2:00 p.m., Milwaukee 1:30 p.m. (New York City time, ) on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, requested funding date so that the Agent will may make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make funds available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available Borrower in same day funds by wire transfer to the Agent and, Borrower’s account set forth in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amountNotice of Borrowing. If and to the extent that such Bank, without giving such notice, The Borrower shall not have so made such amount available pay to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereonfor its own account, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) a draw fee in the case amount of the Company$1,000, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after which fee shall be payable on the date of demand and the Variable Rate for borrowing of each day (Loan and, at the Borrower’s election, shall be automatically deducted from the proceeds of such Loan or fraction thereof) thereafterpaid by wire transfer of immediately available funds to the account specified by the Agent.

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

Borrowing Procedure. The Company will request a (a) Each borrowing by the Borrower hereunder shall be (i) in the case of any Eurodollar Loan, in an aggregate amount of not less than $3,000,000 or an integral multiple of $500,000 in excess thereof; or (ii) in the case of any Base Rate Loan, in an aggregate amount of not less than $500,000 or an integral multiple of $250,000 in excess thereof. Each Loan hereunder by shall be made upon prior written notice from the Borrower to the Agent in the form of Exhibit 2.2 annexed hereto, or by telephonic notice B hereto (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, "Notice of Borrowing") delivered to the Agent not later than 11:00 a.m., Milwaukee 12:00 noon (Houston time, ) (i) on the proposed third Business Day prior to the Borrowing Date, or, in if such borrowing consists of Eurodollar Loans; and (ii) on the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event , if such borrowing consists of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will controlBase Rate Loans. Each such request will Notice of Borrowing shall be effective upon receipt by the Agent irrevocable and will shall specify (i) the amount of the requested Loanproposed borrowing and of each Loan comprising a part thereof; (ii) the proposed Borrowing Date; (iii) whether such the Type of Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Raterequested; and (iv) in the case of an Adjusted LIBOR Rate with respect to any Eurodollar Loan, the Interest Period thereforwith respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than ten (10) Interest Periods in effect at any one time under this Agreement); and (v) the demand deposit account of the Borrower at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Upon Promptly upon its receipt of such notice from the Companya Notice of Borrowing, the Agent shall deliver by telefacsimile a copy thereof to each Bank. The Borrower may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available confirmed in writing by delivery to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Dateof a Notice of Borrowing. Out of the funds received from each Bank for the making of the Loans hereunder, Neither the Agent will make a Loan nor any Bank shall incur any liability to the Company Borrower in such amount on behalf of such Banks. Notes and other required documents delivered acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for the account of each Bank shall be promptly delivered to such Bank, or otherwise acting in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. good faith under this Section 2.2(a). (b) Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by received notice from a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date prior to the date of any borrowing that such Bank will not make available to the Agent such Bank's pro rata share Pro Rata Percentage of a requested Loansuch borrowing, the Agent may assume that such Bank has made such amount available portion (c) The failure of any Bank to make the Agent and, in reliance upon such assumption, make available Loan to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, be made by it as part of any borrowing shall not have so made such amount available relieve any other Bank of its obligation, if any, hereunder to the Agent, such Bank and the Company severally agree to repay the Agent forthwith make its Loan on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and such borrowing, but no Bank shall be responsible for the Variable Rate for each day (or fraction thereof) thereafterfailure of any other Bank to make the Loan to be made by such other Bank on the date of any borrowing.

Borrowing Procedure. The Company will request Each Swing Line Borrowing shall be made upon any Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, or by Notice; provided that any telephonic notice (which notice shall must be confirmed in writing if the Agent so requests), which notices will be irrevocable, promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m., Milwaukee time, 1:00 p.m. on the proposed Borrowing Daterequested borrowing date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will shall specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loanto be borrowed, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion be a minimum of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan$100,000, and (ii) in the case requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of such BankBorrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Federal Funds Rate for each Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the first three days contents thereof. Unless the Swing Line Lender has received notice (by telephone or fraction thereofin writing) after from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of demand the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10.1, or (B) that one or more of the applicable conditions specified in §§11 and 12 is not then satisfied, then, subject to the Variable Rate for each day terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower. (or fraction thereofj) thereafter.Section 3.3 of the Credit Agreement is hereby replaced in its entirety with the following:

Borrowing Procedure. The Company will request In the case of Loans (other than Swing Line Loans), by delivering a Loan hereunder by written notice Borrowing Request to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably request, on such Business Day in the form case of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee timeBase Rate Loans, on the proposed Borrowing Date, ornot less than three Business Days’ notice and not more than five Business Days’ notice, in the case of an Adjusted LIBOR LIBO Rate LoanLoans denominated in Dollars, not or on no less than two four Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic Days’ and no more than ten Business Days’ notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate LoanEuro Loans, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on that a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loanbe made, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 (or the CompanyEuro Equivalent thereof) and an integral multiple of $1,000,000 (or the Euros Equivalent thereof), the rate applicable to such Loan, and (ii) 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; provided that only Base Rate Loans and LIBO Rate Loans with a one month Interest Period may be incurred prior to the earlier to occur of (a) the 30th day following the Closing Date and (b) the date upon which the Lead Arrangers have determined that the Syndication Date has occurred. 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 and in the Currency specified in such BankBorrowing Request. In the case of other than Swing Line Loans, on or before 12:00 noon 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 Federal Funds Rate for each of Administrative Agent shall make such funds available to the first three days (or fraction thereof) after Borrower by wire transfer to the date of demand and accounts the Variable Rate for each day (or fraction thereof) thereafterBorrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

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

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

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

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

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

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

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

Borrowing Procedure. The Company will request a (a) Borrower shall give Bank notice of each Revolving Loan hereunder by written notice in means of an Advance Request containing the form information required by Bank (including the proposed date of Exhibit 2.2 annexed heretoAdvance and amount thereof) and delivered (by hand, email or by mechanically confirmed facsimile) to Bank no later than 1:00 p.m. (Arizona time) on the day that is no less than three (3) Business Days prior to the date on which Borrower desires that an Advance on the Revolving Loan be made. Bank, at its option, may accept telephonic notice requests for such Advances, provided, however, that such acceptance shall not constitute a waiver of Bank’s right to require delivery of an Advance Request in connection with subsequent Advances on the Revolving Loan. Any telephonic or email request for a Revolving Loan by Borrower shall be promptly confirmed by Bxxxxxxx’s submission of a properly completed Advance Request to Bank, but failure to deliver an Advance Request shall not be a defense to payment of a Revolving Loan. Bank shall have no liability to Borrower for any loss or damage suffered by Bxxxxxxx as a result of Bank’s honoring of any written requests (which notice may include transmissions by electronic mail), execution of any written instructions, written authorizations or written agreements or reliance on any reports communicated to it by facsimile or electronically, and which Bank reasonably believes have been sent to Bank by Borrower and Bank shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it provided that it reasonably appears to have been sent to Bank by Bxxxxxxx. Subject to the terms and conditions of this Agreement, each Revolving Loan shall be confirmed in writing if made available to Borrower by depositing the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, orsame, in the case immediately available funds, in an account of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event Borrower designated by Borrower maintained with Bank. (b) The aggregate principal amount of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify each Advance shall (i) the be in an aggregate principal amount that is an integral multiple of the requested Loan; One Hundred Thousand Dollars (ii$100,000) the proposed Borrowing Date; (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) not be less than Two Hundred Fifty Thousand Dollars ($250,000). Bank shall in no event be required to make any Advance at any point as the case of such Bank, Principal Balance exceeds the Federal Funds Rate for each of the first three days Borrowing Base (or fraction thereof) if any such Advance would cause the Principal Balance after giving effect to such Advance to exceed the date of demand and the Variable Rate for each day (or fraction thereof) thereafterBorrowing Base).

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

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

Borrowing Procedure. (a) The Company will request Borrower shall give the Agent notice by means of an Advance Request Form of each requested Revolving Credit Advance (other than Swing Line Advances) at least one Business Day before the requested date of a Loan hereunder by written notice in Base Rate Advance, and at least three (3) days before the form requested date of Exhibit 2.2 annexed heretoa LIBOR Advance, or by telephonic notice specifying: (a) the requested date of such Revolving Credit Advance (which notice shall be confirmed in writing if the Agent so requestsa Business Day), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (ib) the amount of the requested Loan; such Revolving Credit Advance, (iic) the proposed Borrowing Date; (iii) whether such Loan will bear interest at Type of the Variable Rate or at the Adjusted LIBOR Rate; Revolving Credit Advance, and (ivd) in the case of an Adjusted a LIBOR Rate LoanAdvance, the duration of the Interest Period thereforfor such Revolving Credit Advance. Upon The Agent at its receipt option may accept telephonic requests for Revolving Credit Advances, provided that such acceptance shall not constitute a waiver of the Agent's right to delivery of the appropriate Advance Request Form in connection with subsequent advances. Any telephonic request for an Revolving Credit Advance by the Borrower shall be promptly continued by submission of a properly completed Advance Request Form to the Agent. Each Revolving Credit Advance shall be in minimum principal amount of $500,000.00 or a greater integral multiple of $100,000.00. The Agent shall notify each Bank of the contents of each such notice from on the Companydate such notice is given by the Borrower. Not later than 11:00 A.M. Houston, Texas time on the Agent shall promptly give notice to the other Banksdate specified for each Revolving Credit Advance hereunder, each of which shall have its respective portion of the requested Loan Bank will make available to the Agent in Milwaukee at the Principal Office in immediately available funds not later than 2:00 p.m.funds, Milwaukee time, on for the Borrowing Date. Out account of the Borrower, its Percentage of each Revolving Credit Advance. After the Agent's receipt of such funds received from each Bank for and subject to the making other terms and conditions of the Loans hereunderthis Agreement, the Agent will make a Loan each Revolving Credit Advance available to the Company Borrower by depositing the same, in such amount on behalf immediately available funds, in an account of such Banks. Notes and other required documents delivered to the Borrower (designated by the Borrower) maintained with the Agent for at the account of each Bank Agent's Principal Office. All notices under this Section shall be promptly delivered to irrevocable and shall be given not later than 11:00 A.M. Houston, Texas, time on the day which is not less than the number of Business Days specified above for such Banknotice. (b) On the Effective Date, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephonenotify each Bank of the effectiveness of this Agreement. Promptly thereafter, confirmed promptly thereafter in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such each Bank will not make available to the Agent at the Principal Office in immediately available funds, for the account of the Borrower, its Percentage of the Term Loan Advance. After the Agent's receipt of such Bank's pro rata share funds and subject to the other terms and conditions of a requested Loanthis Agreement, the Agent may assume that such Bank has made such amount will make the Term Loan Advance available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at Borrower by either (i) depositing the same, in the case immediately available funds, in an account of the CompanyBorrower (designated by the Borrower) maintained with the Agent at the Agent's Principal Office, the rate applicable to such Loan, and or (ii) in transmitting the case of such Bank, funds by wire transfer according to instructions provided by the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterBorrower.

Borrowing Procedure. (i) The Company will request Borrower shall give the Bank notice by means of a Loan hereunder borrowing notice for each requested Advance by written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (which notice shall be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m.11: 00 A.M. (Atlanta, Milwaukee Georgia time, on the proposed Borrowing Date, or), in the case of an Adjusted LIBOR Rate Loan, not less than Advances two (2) Business Days before prior to the proposed Borrowing Date. In date of such Advance, and in the event case of any inconsistency between Base Rate Advances, on the telephonic notice and the written confirmation thereofsame day as such Advance, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify specifying: (i) the amount requested date of the requested Loan; such Advance (which shall be a Business Day), (ii) the proposed Borrowing Date; amount of such Advance, and (iii) whether such Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted a LIBOR Rate LoanAdvance, the duration of the initial Interest Period. The Bank at its option may accept telephonic requests for Advances, provided that such acceptance shall not constitute a waiver of the Bank's right to delivery of a borrowing notice in connection with subsequent Advances. Any telephonic request for an Advance by the Borrower shall be promptly confirmed by submission of a properly completed borrowing notice to the Bank. Each Advance shall be in a minimum principal amount of $1,000,000 or a greater integral multiple of $100,000. Subject to the other terms and conditions of this Agreement, not later than 2:00 P.M. (Atlanta, Georgia time) on the date specified for each Advance, the Bank will make such Advance available to the Borrower by depositing the same, in immediately available funds, into an account of the Borrower at the Bank or by wire transfer into an account at another financial institution designated by the Borrower. All notices under this paragraph shall be irrevocable. Any notice under this paragraph received by the Bank after the prescribed times set forth above shall be deemed to have been received on the next Business Day. (ii) The Borrower shall give the Bank notice by not later than 11:00 A.M. (Atlanta, Georgia time) two (2) Business Days prior to the end of any Interest Period therefor. Upon of its receipt intention to continue any outstanding LIBOR Advance for a new Interest Period and the duration of such new Interest Period. All such notices shall be irrevocable. If the Borrower shall fail to give the Bank notice from as specified herein, such LIBOR Advance shall be automatically continued for an Interest Period of one (1) month. All Base Rate Advances shall automatically continue as Base Rate Advances unless the Company, the Agent Borrower shall promptly give notice to the other BanksBank that it wishes to convert a Base Rate Advance to a LIBOR Advance, each of in which case the Borrower shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection comply with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter procedures specified in writing, by a Bank not later than 1:00 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at paragraph (i) in above. The Borrower may also convert any LIBOR Advance to a Base Rate Advance at the case end of an Interest Period. (iii) Notwithstanding the foregoing, if a Potential Default or an Event of Default exists, all Advances shall, if not repaid or accelerated, be continued as Base Rate Advances after the expiration of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterthen current Interest Period.

Borrowing Procedure. (a) Subject to Section 4.1(b), Borrower shall give Agent, and Agent will give the Banks, notice of each borrowing under the Commitments in accordance with Section 4.3. Not later than 1:00 p.m. on the date specified for each such borrowing (other than a Swingline Loan) each Bank will make available to Agent the amount of the Loan to be made by it on such date, at the Principal Office, in immediately available funds, for the account of Borrower, provided that Swingline Loans shall be made as provided in Section 2.8. The Company will amount so received by Agent shall, subject to the terms and conditions of this Agreement, be made available to Borrower by (a) depositing the same, in immediately available funds, in an account of Borrower (designated by Borrower) maintained with Agent at the Principal Office (a “Disbursement Account”) or (b) wire transferring such funds to a Person or Persons designated by Borrower in writing; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.7(e) shall be remitted by Agent to the Issuing Bank. If any Bank shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to Borrower such amount, that Bank shall on the Business Day following such funding date make such amount available to Agent, together with interest at the Defaulting Bank Rate for each day during such period. (b) No notice of a request for a Revolving Loan hereunder in accordance with Section 4.1(a) shall be required to be presented by written notice in the form of Exhibit 2.2 annexed heretoBorrower to Agent if (i) no Default exists, and a check, checks, or by telephonic notice (which notice other debit shall be confirmed in writing if the presented for payment against a Disbursement Account on a Business Day when funds are not otherwise available to honor such debits or (ii) Borrower fails to pay when due any Obligation. In either event, Agent so requests), which notices will be irrevocable, to the Agent not later than 11:00 a.m., Milwaukee time, on the proposed Borrowing Date, or, shall (in the case of an Adjusted LIBOR Rate Loan, not less than two Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify clause (i)) or may (in the case of clause (ii)) without Borrower’s or any Bank’s consent promptly advise the Banks of the amount of the requested Loan; Revolving Loans or shall advise the Swingline Bank of the amount of the Swingline Loans, necessary to (iix) be credited to the proposed Borrowing Date; Disbursement Account on such day to permit such debits to be honored or (iiiy) whether pay the amount of the Obligation due and unpaid. Not later than 3:00 P.M. on the day the Banks are advised of a Revolving Loan under this Section 4.1(b), each Bank will make available the amount of the Revolving Loan to be made by it on such Loan will bear interest date to Agent, at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate LoanPrincipal Office, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall promptly give notice to the other Banks, each of which shall have its respective portion of the requested Loan available to the Agent in Milwaukee in immediately available funds not later than 2:00 p.m.funds, Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Banks. Notes and other required documents delivered to the Agent for the account of each Borrower. However, if the Swingline Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies is advised of such other documents received amount, the Swingline Bank will make available the amount of the Swingline Loan to be made by it on such date to Agent, at the Principal office, in connection with immediately available funds, for the borrowing as such Bank shall request. Unless account of the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Bank applicable Borrower not later than 1:00 p.m.3:00 P.M. on such date. The amounts so received by Agent, Milwaukee timeshall, on a Borrowing Date that such Bank will not make subject to the terms and conditions of this Agreement, be made available to Borrower by crediting the Agent such Bank's pro rata share of a requested Loan, the Agent may assume that such Bank has made such amount available same to the Agent andapplicable Disbursement Account or by utilizing the same to pay the past due Obligation, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amountas applicable. If and to the extent that such Bank, without giving such notice, Revolving Loans made under this Section 4.1(b) shall not have so be made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the rate applicable to such Loan, and (ii) in the case of such Bank, the Federal Funds as Base Rate for each of the first three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafterLoans.

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