Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (a) Each Borrowing shall be made on It is contemplated that the Borrowers will request, ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date an Advance of such Borrowingthe Term E Committed Sum of up to $6,000,000.00 to pay a portion of the acquisition price for the Assets being purchased pursuant to the EDP Asset Purchase Agreement, (ii) Type an Advance of Loans comprising such Borrowingthe Term E Committed Sum of up to $1,350,000.00 to pay a portion of the acquisition price for the Stock being acquired pursuant to the ▇▇▇▇▇▇ House Stock Purchase Agreement, and (iii) aggregate amount an Advance of such Borrowingthe Term E Committed Sum of up to $100,000.00 to pay the Facility Fees due as of the Effective Date of this Fourth Restated Agreement and transaction costs incurred by the Borrowers in connection with the purchase of the Assets of EDP, the stock of ▇▇▇▇▇▇ and (iv) this Fourth Restated Agreement. Upon the making of a Term Loan Advance, the Borrowers must perfect in the case Bank a valid first priority lien on all Collateral, including the Assets being acquired and the Assets of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) the entities whose stock is being acquired. A. Advances on the date Term Loans shall be made pursuant to a Notice of such Borrowing make available for the account Term Loan Advance signed by a Responsible Officer of its Applicable Lending Office LRA, which is authorized by all other Borrowers to the Agent at the Agent's Accountdo so, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstandingspecifying, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2Borrowing, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not requested Borrowing Date of the Borrowing. The Bank is entitled to rely and act upon requests made or purportedly made by a Responsible Officer of the Borrowers. The Borrowers shall be outstanding as part of more than eight separate Borrowings. unconditionally and absolutely estopped from denying, (ci) Unless the Agent shall have received notice from a Bank prior to the time authenticity and validity of any Borrowing that such transaction so acted upon by the Bank will not make available to once the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made an Advance and has deposited, transferred or paid such portion available to the Agent on the date funds as requested in any such Notice of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent mayTerm Loan Advance, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) the Borrowers' liability and responsibility therefor. B. Each Notice of Term Loan Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the case Bank pursuant to a Notice of such BankTerm Loan Advance, (ii) the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part breach of such Borrowing for purposes any provisions of this AgreementFourth Restated Agreement by the Borrowers, or (iii) the transfer of funds pursuant to (i) and/or (ii) above. (d) 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. (a) Each Borrowing shall be made on ------------------- notice, notice given by the Borrower to the Administrative Agent (i) not later than (x) 11:00 A.M. (New York City time) a.m. on the third Business Day prior to the requested date of the proposed Borrowing such Borrowing, in the case of a Borrowing consisting of LIBO Rate ABR Loans or (yii) not later than 11:00 A.M. a.m. three (New York City time3) Business Days prior to the requested date of such Borrowing, in the case of a Eurodollar Borrowing; provided that such notice may be delivered as provided in Section 3.01(a)(xi) in the case of any Borrowing on the Closing Date. Each such notice shall be in substantially the form of Exhibit J (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, which shall be a Business Day, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of ABR Loans or Eurodollar Loans, (D) the initial Interest Period or Interest Periods for any Eurodollar Loans and (E) the Class of such proposed Borrowing. The Loans shall be made as ABR Loans, unless, subject to Section 2.05, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Loans. Each Borrowing shall be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof. (b) The Administrative Agent shall give to each Appropriate Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.05. Each Lender shall, before 2:00 p.m. on the date of the proposed Borrowing Borrowing, make available to the Administrative Agent at its address referred to in Section 9.01(B), in Same Day Funds in the case applicable currency, such Lender’s Ratable Portion of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier such proposed Borrowing. Upon fulfillment (or telex. Each such notice of a Borrowing (a "Notice of Borrowing"due waiver in accordance with Section 9.01) shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's AccountClosing Date, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.01 and (ii) at any time (including the Closing Date), of the applicable conditions set forth in Section 3.02, and, subject to clause (c) below, after the Administrative Agent’s receipt of such funds, the Administrative Agent will shall make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowingspromptly as reasonably practicable. (c) Unless the Administrative Agent shall have received notice from a Bank Lender prior to the time date of any proposed Borrowing that such Bank Lender will not make available to the Administrative Agent such Bank's ratable portion Lender’s Ratable Portion of such BorrowingBorrowing (or any portion thereof), the Administrative Agent may assume that such Bank Lender has made such portion Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank Lender shall not have so made such ratable portion Ratable Portion available to the Administrative Agent, such Bank Lender and the Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such BankLender, the Federal Funds RateRate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Bank Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Bank's Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. (d) The failure of any Bank Defaulting Lender to make on the date specified any Loan to be made or any payment required by it as part it, including any payment in respect of any Borrowing its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Bank Lender of its obligation, if any, hereunder obligations to make its such Loan or payment on such date but, except to the date of extent otherwise provided herein, no such Borrowing, but no Bank other Lender shall be responsible for the failure of any other Bank Defaulting Lender to make a Loan or payment required under this Agreement. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the Loan to other, and all continuations of Loans as the same Type, there shall not be made by such other Bank on more than ten (10) Interest Periods in effect unless otherwise agreed between the date Borrower and the Administrative Agent; provided that after the establishment of any Borrowingnew Class of Loans pursuant to an Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established.

Borrowing Procedure. In the case of (ai) Each Loans (other than Swingline Loans and Euro Term Loans), by delivering a Borrowing shall be made Request to the Administrative Agent on ------------------- noticeor before 12:00 noon on a Business Day, given not later than (x) 11:00 A.M. (New York City time) the Borrowers may from time to time irrevocably request, on the third Business Day prior to the proposed date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Base Rate Loans Loans, or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing three Business Days’ notice in the case of Eurocurrency Loans denominated in Dollars, or on no less than five Business Days’, in the case of Alternate Currency Loans, that a Borrowing consisting be made, in the case of Eurocurrency Loans, in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent thereof), in the case of Base Rate Loans, by in a minimum amount of $1,000,000 and an integral multiple of $100,000 or, in either case, in the Borrower unused amount of the applicable Commitment. On the terms and subject to the Agentconditions of this Agreement, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephonecomprised of the type of Loans, confirmed promptly and shall be made on the Business Day and in writing, or ------------------- telecopier or telex the Currency specified in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, Borrowing Request and (ii) Type of Euro Term Loans, by delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, on no less than five Business Days’ notice, the Borrower may irrevocably request that Euro Term Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in be made as EURIBOR Loans. In the case of Loans (other than Swingline Loans), on or before 2:00 p.m. on such Business Day each Lender that has a Borrowing consisting Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Revolving Loan Percentage of LIBO Rate Loans, initial Interest Period for each such Loanthe requested Borrowing. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office Such deposit will be made to the applicable account which the Administrative Agent at shall specify from time to time by notice to the Agent's Account, in same day funds, such Bank's ratable portion of such BorrowingLenders. After To the Agent's receipt of such extent funds and upon fulfillment of are received from the applicable conditions set forth in Article IIILenders, the Administrative Agent will shall make such funds available to the applicable Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above by wire transfer to the contrary notwithstanding, (i) the account such Borrower may not select LIBO Rate Loans for any shall have specified in its Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the Request. No Lender’s obligation of the Banks to make LIBO Rate Loans any Loan shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of affected by any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The other Lender’s 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 BorrowingLoan.

Borrowing Procedure. (a) Each Borrowing Upon (i) any Disbursements being made in respect of one or more Letters of Credit or (ii) the occurrence of any Maturity Date for any Acceptance (whether or not, in the case of Letters of Credit, such Letters of Credit were issued to support the obligations of any Borrower or any of their Subsidiaries (or any of their respective divisions) and in the case of Acceptances, whether or not such Acceptances were created to support the obligations of the Warnaco Sub Borrowers, the Sub Borrower, the U.S. Borrower or any of their Subsidiaries (or any of their respective divisions)), such Borrower shall be made on ------------------- notice(unless it shall have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., given not later than (x) 11:00 A.M. (New York City time) on the third Applicable Time, at least three Business Day Days prior to the date of such Disbursement or occurrence of such Maturity Date) be deemed to have delivered to the proposed Borrowing in the case of Administrative Agent a Borrowing consisting of Request pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing Loan to such Borrower with a six month Interest Period in the case of a Borrowing consisting of Base Rate Loans, by the Borrower principal amount equal to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (ivA) in the case of a Borrowing consisting U.S. Letters of LIBO Rate LoansCredit, initial Interest Period for each the Disbursements, and in the case of Non-U.S. Letters of Credit, the U.S. Dollar Equivalent of the Disbursements made on such Loandate or (B) in the case of the U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower, the aggregate face amount of those Acceptances having Maturity Dates on such date, as applicable. Each Borrower, as applicable, hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Fronting Bank shall(a) to reimburse the Fronting Bank for Disbursements made under the Letters of Credit or (b) payment made on the Maturity Date of any Acceptance, before 1:00 P.M. (New York City time) and the acceptance by any Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrowers that on the date of such Borrowing make available for (both immediately before and after giving effect to such Borrowing and the account application of its Applicable Lending Office the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be used to fund the Agent at the Agent's AccountReimbursement Obligations in respect of (a) Letters of Credit under which one or more Disbursements were made and (b) as applicable, Acceptances which had Maturity Dates occurring, in same day fundseach case, such Bank's ratable portion of such Borrowing. After on the Agent's receipt of such funds and upon fulfillment date of the applicable Loan. Each of the parties hereto acknowledges and agrees that upon the satisfaction of the conditions precedent set forth in Article IIISection 6.1, the Agent will make such funds available Existing Loans shall be deemed to be Loans made by the Fronting Bank on the Effective Date under the terms of this Agreement and shall thereafter accrue interest and fees pursuant to the Borrower at terms hereof, and each Lender shall continue to participate in such Loans in an amount equal to such Lender's Percentage of the Agent's address referred to in Section 10.2outstanding principal amount of the Existing Loans. (b) Anything In addition to the provisions of the making of Loans set forth in subsection clause (a) above ), above, by delivering a Borrowing Request to the contrary notwithstandingAdministrative Agent on or before 11:00 a.m., (i) the Applicable Time, on a Business Day, a Borrower may from time to time irrevocably request, on not select less than three nor more than five Business Days' notice (in the case of LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 Loans) and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing (in accordance the case of Base Rate Loans), that a Borrowing be made as other than a LIBO Rate Loan having a six month Interest Period or in an amount other than the full amount of Disbursements with subsection respect to which such Loan is to be made. If any Borrower elects that a Borrowing be made as a LIBO Rate Loan having a one or three month Interest Period pursuant to this clause, then upon the expiration of such Interest Period such Borrower shall (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available unless it shall have given notice to the Borrower on such date a corresponding amount. If and Administrative Agent to the extent that such Bank shall not have so made such ratable portion available contrary prior to 11:00 a.m., Applicable Time, at least three Business Days prior to the Agent, date of such Bank and the Borrower severally agree Disbursement) be deemed to repay have delivered to the Administrative Agent forthwith on demand a Continuation/Conversion Notice pursuant to which such corresponding amount together Borrower shall have been deemed to irrevocably request that the Fronting Bank continue the outstanding LIBO Rate Loan as a LIBO Rate Loan with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at an Interest Period of (i) three months, in the case of the Borrowerexpiration of a three month Interest Period or Interest Periods which, in the interest rate applicable at the time to Loans comprising such Borrowing and aggregate, equal three months or (ii) five months, in the case of such Bankthe expiration of a one month Interest Period, the Federal Funds Rate. If such Bank shall repay in each case in a principal amount equal to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's of the LIBO Rate Loan as part of such Borrowing for purposes with an Interest Period then expiring. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified (or deemed to be specified) in such Borrowing Request. (dc) The failure Fronting Bank may, at any time (whether or not a Default or Event of any Bank Default has occurred and is then continuing), in its sole and absolute discretion but subject to clause (a)(ii) of Section 2.1.3, demand that each other Lender make a Loan in an amount equal to such Lender's Percentage of the Loan aggregate principal amount of all or a portion of the Loans outstanding on the date such demand is made, and may (in its sole discretion) elect which Loans (as among the Borrowers) are to be chosen as the Loans to be refunded by the Lenders. Each Lender (other than the Fronting Bank) irrevocably agrees that it shall (whether or not the conditions to the making of a Credit Extension contained in Article VI have been (or can be) satisfied) make such Loan by depositing the amount so demanded in same day funds in an account specified by the Fronting Bank on or before 11:00 a.m. New York City time on the first Business Day following receipt of such a demand. The Fronting Bank agrees to apply all such funds received by it under this clause to refund and refinance the Loans previously made by it to any Borrower, as part identified in the demand that it delivers to the Lenders pursuant to this clause. On the date (a "Funding Date") that the Lenders (other than the Fronting Bank) advance funds to the Fronting Bank pursuant to this clause, the principal amount so refunded and refinanced shall become a Loan to the Borrower identified by the Fronting Bank outstanding under such Lender's Note to that particular Borrower and shall no longer be a Loan owed to the Fronting Bank under the Fronting Bank's Note to that particular Borrower. All interest payable with respect to any Loans made pursuant to this clause shall be appropriately adjusted to reflect the period of time during which such Loans were owing to the Fronting Bank and, on and subsequent to a Funding Date, such Loans were owing to the Lenders. The obligation of each Lender to make Loans by way of advancing immediately available funds to the Fronting Bank on a Funding Date to be applied to refund and refinance the Loans previously made by the Fronting Bank to the Borrowers (or any one of them) under this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which any Lender may have against Scotiabank, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Borrowing shall not relieve Default or the inability of the Borrowers to otherwise satisfy the conditions precedent set forth in Article VI; (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any other Bank of its obligation, if any, hereunder to make its Loan on Obligor; (iv) the date of such Borrowing, but no Bank shall be responsible for the failure acceleration or maturity of any Loans or other Bank to make Obligations or the Loan to be made by such other Bank on the date termination of any BorrowingCommitment after the making of any Loan; (v) any breach of this Agreement or any other Loan Document by any Borrower, any other Obligor or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Borrowing Procedure. (a) Each In the case of Loans other than Swing Line Loans, by delivering a Borrowing shall be made on ------------------- notice, given Request to the Administrative Agent not later than (x) 11:00 A.M. (New York City time) 2:00 p.m. on a Business Day, the third Borrower may from time to time irrevocably request, on not less than one Business Day prior to the date of the proposed Borrowing Day's notice in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt or three Business Days' notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Bank shalland in either case not more than five Business Days' notice, before 1:00 P.M. (New York City time) on the date of such that a Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Accountbe made, in same day fundsthe case of either Eurodollar Rate Loans or Base Rate Loans, such Bank's ratable portion in a minimum amount of such Borrowing. After either $1,000,000 or the Agent's receipt of such funds and upon fulfillment unused amount of the applicable Commitment; provided, however, that, subject to the Borrower's right to convert such Loans to Eurodollar Rate Loans pursuant to Section 2.4, all of the Loans made on the Effective Date shall be made as Base Rate Loans; and provided, further, that prior to the earlier to occur of (a) the 60th day after the Effective Date and (b) the date on which the Administrative Agent reasonably determines that the primary syndication of the Loans has been completed (with the Administrative Agent agreeing to promptly notify the Borrower of such determination) (the "Syndication Period"), no Loan may be made as, or converted into, a Eurodollar Rate Loan with an Interest Period in excess of one month (with all such Interest Periods ending on the same day during such period). On the terms and subject to the conditions set forth of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in Article IIIsuch Borrowing Request. In the case of Loans other than Swing Line Loans, not later than 1:00 p.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 specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent will shall promptly make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above by wire transfer to the contrary notwithstanding, (i) accounts the Borrower may not select LIBO Rate Loans for any shall have specified in its Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the Request. No Lender's obligation of the Banks to make LIBO Rate Loans any Loan shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of affected by any Borrowing that such Bank will not make available to the Agent such Bankother Lender's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 BorrowingLoan.

Borrowing Procedure. (a) Each Borrowing In order to effect a Borrowing, the Borrower shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior hand deliver or telecopy to the date of the proposed Borrowing Administrative Agent a duly completed request for Borrowing, substantially in the case form of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing Exhibit A hereto (a "Notice of Borrowing") shall be by telephone), confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of Eurodollar Loans, not later than 1:00 p.m., New York time, three Business Days before the BorrowerBorrowing Date specified for a proposed Borrowing, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of Base Rate Loans, not later than 1:00 p.m., New York time, on the Business Day which is the Borrowing Date specified for a proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (x) whether the Loans then being requested are to be Eurodollar Loans or Base Rate Loans, (y) the Borrowing Date of such BankLoans (which shall be a Business Day) and the aggregate amount thereof (which shall not be less than $200,000,000 and shall be an integral multiple of $10,000,000), and (z) in the case of a Eurodollar Loan, the Federal Funds RateInterest Period with respect thereto (which shall not end later than the Maturity Date). If no Interest Period with respect to any Eurodollar Loan is specified in any such Bank Notice of Borrowing, then the Borrower shall repay be deemed to have selected an Interest Period of one month's duration. Promptly, and in any event on the same day the Administrative Agent receives a Notice of Borrowing pursuant to this Section 2.2, if such corresponding amountnotice is received by 11:00 a.m., such amount so repaid New York time on a Business Day and otherwise on the next succeeding Business Day, the Administrative Agent shall constitute such Bank's Loan as part advise the other Lenders of such Notice of Borrowing for purposes and of this Agreement. (d) The failure each Lender's portion of any Bank to make the Loan to be made requested Borrowing by it as part of any telecopier. Each Borrowing shall not relieve any other Bank consist of its obligation, if any, hereunder to make its Loan Loans of the same Type made on the date of such Borrowing, but no Bank shall be responsible for same day and having the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowingsame Interest Period.

Borrowing Procedure. (ai) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on ------------------- notice, given notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or SOFR Loans, (y) 11:00 A.M. (New York City time) on the fourth Business Day prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of Base Rate Eurocurrency Loans denominated in an Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, by and the Borrower to the Agent, which Administrative Agent shall give to each Bank Lender prompt notice thereof by telecopier or telex. thereof. (ii) Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit B heretoC, specifying therein the requested (i1) date of such BorrowingBorrowing (which shall be a Business Day), (ii2) Type of Loans comprising such Borrowing, (iii3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (iv6) in the case of a Borrowing consisting of LIBO Rate SOFR Loans or Eurocurrency Loans, initial Interest Period for each such Loan. Loans. (iii) Each Bank Lender shall, before 1:00 P.M. p.m. (New York City time) on the date of such Borrowing Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Bank's ▇▇▇▇▇▇’s ratable portion of such Borrowing. . (iv) After the Administrative Agent's ’s receipt of such funds funds, and upon fulfillment subject to the satisfaction of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the requesting Borrower at by promptly crediting the Agent's address referred amounts so received, in like funds, to in Section 10.2such account of such Borrower as the Administrative Agent and such Borrower may agree. (bv) Anything If the requesting Borrower fails to specify a Type of Loan in subsection a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified SOFR Loans in Dollars. (avi) above After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect. Notwithstanding the contrary notwithstandingforegoing no Borrower shall be entitled to request, (i) the Borrower may not select LIBO Rate Loans for or to elect to convert or continue, any Borrowing if the aggregate amount Interest Period request (i) with respect to a Borrowing of such Borrowing is less than $5,000,000 or if 2025 Tranche Revolving Loans would end after the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 2025 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings2027 Termination Date. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. On the terms and subject to the conditions of this Agreement, by delivering a Borrowing Request (a) Each in the case of Revolving Loans for operating costs set forth in the Operating Component of the Budget, or for Project Costs set forth in the Construction Component of the Budget, as applicable, or (b) in the case of Delayed Draw Term A-1 Loans15 or Delayed Draw Term B-1 Loans for operating costs set forth in the Operating Component of the Budget, 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 ------------------- noticethe Business Day, given not later than specified in such Borrowing Request or Advance Request, as applicable, executed by an Authorized Representative of the Borrowers and the Subsidiary Guarantors to the effect that (xi) 11:00 A.M. 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 the third such Business Day prior 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 date of Lenders. To the proposed Borrowing in extent funds for Loans are received from the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIILenders, the Administrative Agent will shall make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above Borrowers by wire transfer to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) account specified in the case of the BorrowerBorrowing Request or Advance Request, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in as the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementmay be. (d) 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. (a) Each Borrowing borrowing by the Borrower hereunder shall be made on ------------------- notice, given not later than (xi) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting any Eurodollar Loan, in an aggregate amount of LIBO Rate Loans not less than the Canadian Dollar Equivalent Value of C$1,000,000 or an integral multiple of the Canadian Dollar Equivalent Value of C$500,000 in excess thereof; or (yii) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of any Base Rate LoansLoan, by in an aggregate amount of not less than C$1,000,000 or an integral multiple of Canadian Dollar Equivalent Value of C$500,000 in excess thereof; or (iii) or in the case of any Canadian Prime Rate Loan, in an aggregate amount of not less than C$1,000,000 or an integral multiple of C$500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice Agent in the form of a Borrowing Exhibit B hereto (a the "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially delivered to the form of Exhibit B hereto, specifying therein the requested Agent not later than 10:00 a.m. (Toronto time) at least (i) date four Business Days prior to the requested Borrowing Date in the case of such BorrowingAlternate Currency Loans, (ii) Type three Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Loans comprising such Borrowing, denominated in Dollars; and (iii) aggregate on the requested Borrowing Date, if such borrowing consists of Canadian Prime Rate Loans denominated in Dollars. Each Notice of Borrowing shall be irrevocable and shall specify (i) the amount of such Borrowingthe proposed borrowing in Dollars or Alternate Currencies, as the case may be, and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) with respect to any Eurodollar Loan, the Interest Period with respect to each such Loan and the Expiration Date of each such Interest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (v) the case demand deposit account of the Borrower where the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a Borrowing consisting Notice of LIBO Rate LoansBorrowing, initial Interest Period for 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 Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office telephonic notice shall be promptly confirmed in writing by delivery to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such a Notice of Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, Neither the Agent will make such funds available nor any Bank shall incur any liability to the Borrower at the Agent's address in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 10.22.2(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank (which must be received, except in the case of Base Rate Loans, at least one Business Day prior to the time date of any Borrowing borrowing) that such Bank will not make available to the Agent such Bank's ratable portion Pro Rata Percentage of such Borrowingborrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing borrowing in accordance with subsection (a) of this Section 3.1 2.1(c), and the Agent maymay (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent that such any Bank shall not have so made its full amount available to the Agent in immediately available funds and the Agent in such ratable portion 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 Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereonat the Overnight Rate or, in the case of any borrowing consisting of Alternate Currency Loans, the Federal Funds Rate, for each day from during such period. A notice of the date Agent submitted to any Bank with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to 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 until by the date next succeeding Business Day of such amount is repaid 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 (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementborrowing. (dc) The failure of any Bank to make the Loan to be made by it as part of any Borrowing borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowingborrowing, 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 Borrowingborrowing. (d) The Canadian Dollar Equivalent Value of any borrowing of Alternate Currency Loans will be determined by the Agent for such borrowing on the Computation Date therefor in accordance with Section 3.2(a).

Borrowing Procedure. In order to request a Term Loan Borrowing (c) In addition to the accounts and records referred to in Section 2.04(a) and (b), each or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts request by telephone not later than 12:00 p.m., New York time, (a) Each one Business Day before a or records and, in the case of the Administrative Agent, entries in the Register, evidencing the proposed Borrowing of Eurodollar Loans on the Initial Funding Date or the Delayed Draw Funding purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans on any other In the event of any conflict between the accounts and records maintained by the Administrative date (or, in each case, such shorter period as may be agreed by the Administrative Agent) and no Agent and the accounts and records of any Lender in respect of such matters, the Register shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (12:00 p.m., New York City time) , on the third Business Day prior to before the date of a proposed control in the proposed absence of manifest error. Borrowing in the case of a Borrowing consisting of LIBO Rate ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the (d) The entries made in the Register maintained pursuant to Section 2.04(b) and (c) Administrative Agent of a written Borrowing Request and shall specify the following information: shall be prima facie evidence of the existence and amounts of the obligations therein recorded; (i) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving provided, however, that the failure of any Lender or the Administrative Agent to maintain such Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans; (yii) 11:00 A.M. (New York City time) on the date of accounts or any error therein shall not in any manner affect the proposed obligations of the applicable such Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, (which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of be a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, Business Day); (iii) aggregate amount the number and location of such Borrowing, and the account to Borrower to repay the Loans in accordance with their terms. which funds are to be disbursed; (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 (stated in the Available Currency); and (v) whether the Loans being made pursuant to such Borrowings are to be initially (e) Any Lender may request that Loans made by it hereunder be evidenced by a maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the obligation Interest Period with promissory note. In such event, the Borrowers shall execute and deliver to such Lender a respect thereto (provided that, the Borrower shall not be permitted to request a Eurodollar promissory note payable to such Lender and its registered assigns and in the form attached hereto Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the as Exhibit G. Notwithstanding any other provision of this Agreement, in the event any Lender Administrative Agent shall have notified the Borrower that the primary syndication of the Banks to make LIBO Rate Loans shall then request and receive such a promissory note, the interests represented by such note shall at all has been completed (which notice shall be suspended given as promptly as practicable) and (y) the date that times thereafter (including after any assignment of all or part of such interests pursuant to Section 4.2is 30 days after the Closing Date); provided, 4.3 however, that the initial Interest Period of any 9.04) be represented by one or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior promissory notes payable to the time of any payee named therein or its Eurodollar Borrowing that such Bank will not make available made on the Initial Funding Date or the Delayed Draw Funding Date shall registered assigns. end on a date reasonably satisfactory to the Administrative Agent such Bank's ratable portion of such Borrowing, specified by the Agent may assume that such Bank has made such portion available to the Agent on the date of Borrower in such Borrowing Request; provided, however, that, notwithstanding any contrary specification in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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.SECTION

Borrowing Procedure. The Borrower shall give the Agent notice of each requested Advance, by means of an Advance Request Form, before 11:00 A.M., Boston, Massachusetts time (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third same Business Day prior to as the requested date of each Alternate Base Rate Advance and (b) at least three (3) Business Days before the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the requested date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loanseach Eurodollar Advance, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested specifying: (i) the requested date of such BorrowingAdvance (which shall be a Business Day), (ii) Type the amount of Loans comprising such BorrowingAdvance, (iii) aggregate amount the Type of such Borrowingthe Advance, and (iv) in the case of a Borrowing consisting Eurodollar Advance, the duration of LIBO Rate Loans, initial the Interest Period for such Advance (which shall be one, two, three or six months in duration). The Agent at its 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 Borrower, provided that such acceptance shall not constitute a waiver of the Agent's right to delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request for an Advance by the Borrower shall be promptly 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 greater amount which is an integral multiple of $1,000,000. The Agent shall notify each Bank of the contents of each such Loannotice on the day such notice is received by Agent if received by 11:00 A.M., Boston, Massachusetts time on a Business Day and otherwise on the next succeeding Business Day. Each Bank shall, before 1:00 P.M. (New York City time) Promptly on the date of such Borrowing specified for each Advance hereunder, each Bank will make available for the account of its Applicable Lending Office to the Agent at the Agent's AccountPrincipal Office in immediately available funds, in same day fundsfor the account of the Borrower, such Bank's ratable portion pro rata share of such Borrowingeach Advance. After the Agent's receipt of such funds and upon fulfillment subject to the terms and conditions of the applicable conditions set forth in Article IIIthis Agreement, the Agent will make such funds each Advance available to the Borrower at by depositing the Agent's address referred to same, in Section 10.2. (b) Anything immediately available funds, in subsection (a) above to the contrary notwithstanding, (i) an account of the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless maintained with the Agent shall have received notice designated by the Borrower or by wire transfer in accordance with written instructions from a Bank prior to the time of any Borrowing that such Bank will not make available Borrower. All notices by the Borrower to the Agent under this Section shall be irrevocable and shall be given not later than the time specified above for such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent notice on the date day which is not less than the number of Business Days specified above for such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementnotice. (d) 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. (ai) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on ------------------- notice, given notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or SOFR Loans, (y) 11:00 A.M. (New York City time) on the fourth Business Day prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of Base Rate Eurocurrency Loans denominated in an Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, by and the Borrower to the Agent, which Administrative Agent shall give to each Bank Lender prompt notice thereof by telecopier or telex. thereof. (ii) Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit B heretoC, specifying therein the requested (i1) date of such BorrowingBorrowing (which shall be a Business Day), (ii2) Type of Loans comprising such Borrowing, (iii3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (iv6) in the case of a Borrowing consisting of LIBO Rate SOFR Loans or Eurocurrency Loans, initial Interest Period for each such Loan. Loans. (iii) Each Bank Lender shall, before 1:00 P.M. p.m. (New York City time) on the date of such Borrowing Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Bank's ▇▇▇▇▇▇’s ratable portion of such Borrowing. . (iv) After the Administrative Agent's ’s receipt of such funds funds, and upon fulfillment subject to the satisfaction of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the requesting Borrower at by promptly crediting the Agent's address referred amounts so received, in like funds, to in Section 10.2such account of such Borrower as the Administrative Agent and such Borrower may agree. (bv) Anything If the requesting Borrower fails to specify a Type of Loan in subsection a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified SOFR Loans in Dollars. (avi) above After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect. Notwithstanding the contrary notwithstandingforegoing no Borrower shall be entitled to request, (i) the Borrower may not select LIBO Rate Loans for or to elect to convert or continue, any Borrowing if the aggregate amount Interest Period request (i) with respect to a Borrowing of such Borrowing is less than $5,000,000 or if 2024 Tranche Revolving Loans would end after the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 2024 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings2027 Termination Date. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (a) Each To request a Borrowing, the Designated Company shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing shall be made on ------------------- notice, given Request to the Administrative Agent not later than 10:00 a.m., London time, three (x3) 11:00 A.M. (New York City time) on the third Business Day prior to Days before the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telexBorrowing. Each such notice of a Borrowing (a "Notice of Borrowing") Request shall be by telephone, confirmed promptly irrevocable and shall specify the following information in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in compliance with Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, 2.02: (i) the Borrower may not select LIBO Rate Loans for any Borrowing if names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and Borrowing(s); (ii) the LIBO Rate Loans may not date of such Borrowing(s), which shall be outstanding as part a Business Day (and in the case of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank Aleris Incremental Term Loans, occurring prior to the time of any Borrowing that such Bank will not make available Aleris Incremental Commitment Termination Date); (iii) the initial Interest Period to the Agent such Bank's ratable portion of be applicable to each such Borrowing, which shall be a period contemplated by the Agent may assume that such Bank has made such portion available to definition of the Agent on term “Interest Period”; (iv) the date location and number of such Borrowing in accordance Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with subsection the requirements of Section 2.02(c); and (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iv) in the case of the Borrowerinitial Credit Extension hereunder, under the interest rate applicable at Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the time to Loans comprising such Borrowing conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and (ii) in the case of such BankAleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as of the date designated pursuant to clause (ii) above. Subject to the second proviso in the definition of “Interest Period,” if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall be deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Federal Funds Rate. If such Bank Administrative Agent shall repay to advise each Lender of the Agent such corresponding amount, such details thereof and of the amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Lender’s 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 requested Borrowing.

Borrowing Procedure. (a) Each To request a Borrowing, the Designated Company shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing shall be made on ------------------- notice, given Request to the Administrative Agent not later than 10:00 a.m., London time, three (x3) 11:00 A.M. (New York City time) on the third Business Day prior to Days before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such Borrowing(s);, together with a schedule attached to such Borrowing Request, which schedule shall 1060441.101066947.03-CHISR01A - MSW (ii) the date of such Borrowing(s), which shall be a Business Day (and in the case of the Aleris Incremental Term Loans, occurring(x) such Business Day shall occur on or prior to the Aleris Incremental Commitment Termination Date, and (y) such date shall be the date that the Aleris Incremental Term Loans are to be funded into the Escrow Account pursuant to Section 2.21); (iii) the initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month); (iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); provided that, in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Aleris Incremental Term Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") account shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Escrow Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2.; and (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iv) in the case of the Borrowerinitial Credit Extension hereunder, under the interest rate applicable at Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the time to Loans comprising such Borrowing conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and (ii) in the case of such BankAleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as ofAleris Acquisition Closing Date and the Aleris Incremental Funding Date is expected to occur within three Business Days after the date designated pursuant to clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. Subject to the second proviso in the definition of “Interest Period,” and except as provided in Section 2.21, if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall be deemed to have selected an 1060441.101066947.03-CHISR01A - MSW Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Federal Funds Rate. If such Bank Administrative Agent shall repay to advise each Lender of the Agent such corresponding amount, such details thereof and of the amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Lender’s 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 requested Borrowing.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (in accordance with the immediately succeeding sentence) (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Eurodollar Borrowing, not later than 11:00 a.m. three Business Days before a proposed Borrowing consisting (or, in the case of LIBO Rate Loansany Eurodollar Borrowing to be made on the Closing Date, initial Interest Period for each such Loannot later than 12:00 p.m. on the Business Day immediately preceding the Closing Date) and (b) in the case of an ABR Borrowing, not later than 11:00 a.m. one Business Day before a proposed Borrowing. Each Bank shallsuch notice shall be in the form of a Borrowing Request and shall be delivered to the Administrative Agent by hand delivery or fax, before 1:00 P.M. and shall specify the following information: (New York City timei) on whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing make available for (which shall be a Business Day); (iii) the number and location of the account of its Applicable Lending Office to which funds are to be disbursed; (iv) the Agent at the Agent's Account, in same day funds, such Bank's ratable portion amount of such Borrowing. After ; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Agent's receipt of such funds and upon fulfillment of initial Interest Period or Interest Periods with respect thereto; provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the applicable conditions requirements set forth in Article III, the Agent will make such funds available Section 2.02. If no election as to the Borrower at Type of Borrowing is specified in any such notice, then the Agent's address referred requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstandingany such notice, (i) then the Borrower may not select LIBO Rate Loans for shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any Borrowing if notice given pursuant to this Section 2.03 (and the aggregate amount contents thereof), and of such Borrowing is less than $5,000,000 or if the obligation each Lender’s portion of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 requested Borrowing.

Borrowing Procedure. (a) Each The Term Loan Borrowing shall be made on ------------------- notice, the Closing Date following receipt of a Notice of Borrowing given by the Borrower to the Administrative Agent not later than (x) 11:00 A.M. a.m. (New York City time) on the third three Business Day Days prior to the date Closing Date. The Notice of Borrowing shall specify (i) the Closing Date and (ii) the aggregate amount of the proposed Borrowing in Term Loan Borrowing. The Term Loan shall be made as a EuroDollar Rate Loan. (b) The Administrative Agent shall give to each Lender prompt notice of the case Administrative Agent's receipt of a Notice of Borrowing consisting and the applicable interest rate determined pursuant to Section 2.10(a) (Determination of LIBO Rate Loans or (y) Interest Rate). Each Lender shall, before 11:00 A.M. a.m. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate LoansClosing Date, by the Borrower make available to the AgentAdministrative Agent at its address referred to in Section 8.8 (Notices, which shall give to each Bank prompt notice thereof by telecopier or telex. Each Etc.), in immediately available funds, such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date Lender's Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 8.1 (Amendments, (ii) Type of Loans comprising such BorrowingWaivers, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City timeEtc.)) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's AccountClosing Date, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.1 (Conditions Precedent) and after the Administrative Agent's receipt of such funds, the Administrative Agent will shall make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate BorrowingsBorrower. (c) Unless the Administrative Agent shall have received notice from a Bank Lender prior to the time date of any proposed Borrowing that such Bank Lender will not make available to the Administrative Agent such BankLender's ratable portion Ratable Portion of such BorrowingBorrowing (or any portion thereof), the Administrative Agent may assume that such Bank Lender has made such portion Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank Lender shall not have so made such ratable portion Ratable Portion available to the Administrative Agent, such Bank Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing the Term Loan and (ii) in the case of such BankLender, the Federal Funds RateRate for the first Business Day and thereafter at the interest rate applicable at the time to the Term Loan. If such Bank Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such BankLender's Term Loan as part of such Borrowing for purposes of this Agreement. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower. (d) The failure of any Bank Lender to make on the date specified a Term Loan to be made or any payment required by it as part of any Borrowing (such Lender being a "Non-Funding Lender"), shall not relieve any SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. other Bank Lender of its obligation, if any, hereunder obligations to make its a Term Loan or payment on the such date of such Borrowing, but no Bank such other Lender shall be responsible for the failure of any other Bank Non-Funding Lender to make the a Term Loan to be made by such other Bank on the date of any Borrowingor payment required under this Agreement.

Borrowing Procedure. (ai) Each Borrowing The Borrower shall be made on ------------------- notice, given give the Bank notice by means of a borrowing notice for each requested Advance by not later than (x) 11:00 11: 00 A.M. (New York City Atlanta, Georgia time), in the case of LIBOR Advances two (2) on the third Business Day Days prior to the date of the proposed Borrowing such Advance, and in the case of a Borrowing consisting of LIBO Base Rate Loans or (y) 11:00 A.M. (New York City time) Advances, on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loanssame day as such Advance, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested specifying: (i) the requested date of such BorrowingAdvance (which shall be a Business Day), (ii) Type of Loans comprising such Borrowing, (iii) aggregate the amount of such BorrowingAdvance, and (iviii) in the case of a Borrowing consisting LIBOR Advance, the duration of LIBO Rate Loans, the initial Interest Period Period. The Bank at its option may accept telephonic requests for each Advances, provided that such Loanacceptance 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 Bank shallAdvance 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, before 1:00 not later than 2:00 P.M. (New York City Atlanta, Georgia time) on the date of such Borrowing make available specified for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIeach Advance, the Agent Bank will make such funds Advance available to the Borrower by depositing the same, in immediately available funds, into an account of the Borrower at the Agent's address referred 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 in Section 10.2have been received on the next Business Day. (bii) Anything in subsection The Borrower shall give the Bank notice by not later than 11:00 A.M. (aAtlanta, Georgia time) above two (2) Business Days prior to the contrary notwithstandingend of any Interest Period of its 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 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 Borrower shall give notice to the Bank that it wishes to convert a Base Rate Advance to a LIBOR Advance, in which case the Borrower shall comply with the procedures specified in paragraph (i) the above. The Borrower may not select LIBO also convert any LIBOR Advance to a Base Rate Loans for any Borrowing if Advance at the aggregate amount end of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowingsan Interest Period. (ciii) Unless Notwithstanding the Agent shall have received notice from foregoing, if a Bank prior to Potential Default or an Event of Default exists, all Advances shall, if not repaid or accelerated, be continued as Base Rate Advances after the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case expiration of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementthen current Interest Period. (d) 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 Borrower shall give the Administrative Agent notice by means of a Loan Request Form of each requested Loan at least one Business Day before the requested date of each Base Rate Loan and at least three Business Days before the requested date of each Eurodollar Loan, specifying: (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such BorrowingLoan (which shall be a Business Day), (iib) Type of Loans comprising such Borrowing, (iii) aggregate the amount of such BorrowingLoan, (c) the Type of the Loan, and (ivd) in the case of a Borrowing consisting Eurodollar Loan, the duration of LIBO Rate Loans, initial the Interest Period for each such Loan. 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 shallof the contents of each such notice. Not later than 12:00 Noon, before 1:00 P.M. (New York, New York City time) time on the date of such Borrowing 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 Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion pro rata share of such Borrowingeach Loan. After the Administrative Agent's receipt of such funds and upon fulfillment subject to the other terms and conditions of the applicable conditions set forth in Article IIIthis Agreement, the Administrative Agent will make such funds each Loan available to the 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 Agent's address referred Principal Office or wiring the funds to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) an account as designated by the Borrower may in writing. All notices under this Section shall be irrevocable and shall be given not select LIBO Rate Loans for any Borrowing if later than 12:00 Noon, New York, New York, time on the aggregate amount of such Borrowing day which is not less than $5,000,000 or if the obligation number of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate BorrowingsBusiness Days specified above for such notice. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (a) Each Borrowing which notice shall be made on ------------------- noticeconfirmed in writing if the Agent so requests), given which notices will be irrevocable, to the Agent not later than (x) 11:00 A.M. (New York City 12:00 noon, Milwaukee time) , on the third Business Day prior to the date of the proposed Borrowing Date, or, in the case of a Borrowing consisting of LIBO an Adjusted LIBOR Rate Loans or Loan, not later than 10:30 a.m. (y) 11:00 A.M. (New York City Milwaukee time) on the date of three Business Days before the proposed Borrowing in Date. In the case event of a Borrowing consisting of Base Rate Loansany inconsistency between the telephonic notice and the written confirmation thereof, by the Borrower to the Agent, which shall give to each Bank prompt telephonic notice thereof by telecopier or telexwill control. Each such notice of a Borrowing (a "Notice of Borrowing") shall request will be effective upon receipt by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested Agent and will specify (i) date the amount of such Borrowing, the requested loan; (ii) Type of Loans comprising such Borrowing, the proposed Borrowing Date; (iii) aggregate amount of whether such Borrowing, loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of a Borrowing consisting of LIBO an Adjusted LIBOR Rate LoansLoan, initial the Interest Period for each therefor. Upon its receipt of such Loan. Each Bank shallnotice from the Company, before 1:00 P.M. the Agent shall give notice of such borrowing request to the other Banks not later than 1:30 p.m. (New York City Milwaukee time) on the date Borrowing Date. Each Bank shall have its respective portion of such Borrowing make the loans available for the account of its Applicable Lending Office to the Agent at in Milwaukee in immediately available funds not later than 3:30 p.m., Milwaukee time, on the Agent's Account, in same day funds, such Bank's ratable portion of such BorrowingBorrowing Date. After the Agent's receipt of such funds and upon fulfillment Out of the applicable conditions set forth in Article IIIfunds received from each Bank for the making of the loans hereunder, the Agent will make such funds available a loan to the Borrower at the Agent's address referred to Company in Section 10.2. (b) Anything in subsection (a) above such amount on behalf of such Bank. Notes and other required documents delivered to the contrary notwithstandingAgent for the account of each Bank shall be promptly delivered to such Bank, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount or in accordance with instructions received from it, together with copies of such Borrowing is less than $5,000,000 or if other documents received in connection with the obligation of the Banks to make LIBO Rate Loans borrowing as such Bank shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) request. Unless the Agent shall have received notice from been notified by telephone, confirmed promptly thereafter in writing, by a Bank prior to the time of any not later than 3:30 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's ratable portion pro rata share of such Borrowingthe requested loan, the Agent may assume that such Bank has made such portion amount available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent mayand, in reliance upon such assumption, make available to the Borrower Company on such date Borrowing Date a corresponding amount. If and to the extent that such Bank Bank, without giving such notice, shall not have so made such ratable portion amount available to the Agent, such Bank and the Borrower Company severally agree 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 Borrower until Company to the date such amount is repaid to the Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at the time to Loans comprising such Borrowing Variable Rate, and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to Rate for each of the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. first three days (d) 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.or fraction

Borrowing Procedure. (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, ------------------- or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (a) Each The Company shall give to the Administrative Agent prior notice (by telex or telecopier, or by telephone (confirmed in writing promptly thereafter)) of its intention to borrow under this Section 2, by delivery to the Administrative Agent of a borrowing request substantially in the form of Exhibit K hereto (each, a "Borrowing Request") specifying: (i) the proposed date of such borrowing (each, a "Borrowing Date"), which date shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third a Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Base Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing a Eurodollar Business Day in the case of a Borrowing consisting LIBOR Loans, (ii) the aggregate principal amount of the Committed Loans to be made on such date, which shall, in the case of LIBOR Loans, be in the minimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof and, in the case of Base Rate Loans, by be in the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice minimum aggregate amount of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing$1,000,000 and multiples thereof, (iii) aggregate amount of whether such BorrowingCommitted Loans are to be funded as LIBOR Loans or Base Rate Loans, and (iv) in the case of a Borrowing consisting of LIBO Rate LIBOR Loans, the initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2therefor. (b) Anything in subsection (a) above to the contrary notwithstanding, A Borrowing Request shall be given by (i) the Borrower may 12:00 noon (Minneapolis time) not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or three Eurodollar Business Days prior to the proposed Borrowing Date if the obligation of the Banks such Loan is to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 a LIBOR Loan and (ii) 10:30 a.m. (Minneapolis time) on the LIBO proposed Borrowing Date if such Loan is to be a Base Rate Loans may Loan; provided, however, that with respect to a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be given by 12:00 noon (Minneapolis time) not less than two Eurodollar Business Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the Administrative Agent, a Borrowing Request shall be outstanding as part of more than eight separate Borrowingsirrevocable. (c) On the date of receipt of such Borrowing Request by the Administrative Agent, the Administrative Agent shall give prompt notice by telephone or telecopy to each Bank of the contents thereof. Each Bank shall make immediately available funds equal to the amount of its Committed Loan available to the Administrative Agent for the account of the Company at U.S. Bank National Association, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (Minneapolis time), on each Borrowing Date. Unless the Administrative Agent is aware that the conditions precedent to the making of such Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall have received notice from a Bank prior to promptly notify the time of any Borrowing that such Bank will not Company and all the Banks), the Administrative Agent shall make available to the Agent Company not later than 12:30 p.m. (Minneapolis time) on such Bank's ratable portion of such BorrowingBorrowing Date, the Agent may assume that such Bank has made such portion amount of funds so received in the type of funds received by it (or, at the option of the Administrative Agent, in immediately available to funds). On or before the Agent close of business (Minneapolis time) on the date of such Borrowing Business Day that the Administrative Agent determines the LIBO Rate for any Committed Loans in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrowerrespective definitions thereof, the interest rate applicable at the time Administrative Agent shall use best efforts to Loans comprising such Borrowing and (ii) in the case notify each Bank of such Bank, the Federal Funds LIBO Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (a) Each Borrowing borrowing by the Borrower hereunder shall be made on ------------------- notice, given not later than (xi) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting any Eurodollar Loan, in an aggregate amount of LIBO Rate Loans not less than the Dollar Equivalent Value of $3,000,000 or an integral multiple of the Dollar Equivalent Value of $1,000,000 in excess thereof; or (yii) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of any Base Rate LoansLoan, by in an aggregate amount of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice Agent in the form of a Borrowing Exhibit B hereto (a the "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially delivered to the form of Exhibit B hereto, specifying therein the requested Agent not later than 10:00 (Dallas time) at least (i) date four Business Days prior to the requested Borrowing Date in the case of such BorrowingAlternate Currency Loans, (ii) Type three Business Day prior to the Borrowing Date, if such borrowing consists of Eurodollar Loans comprising such Borrowing, denominated in Dollars; and (iii) aggregate on the requested Borrowing Date, if such borrowing consists of Base Rate Loans denominated in Dollars. Each Notice of Borrowing shall be irrevocable and shall specify (i) the amount of such Borrowingthe proposed borrowing in Dollars or Alternate Currencies, as the case may be, and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) in with respect to any Eurodollar Loan, the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for with respect to each such Loan. Each Bank shallLoan and the Expiration Date of each such Interest Period (provided, before 1:00 P.M. that there shall not be more than seven (New York City time7) on Interest Periods in effect at any one time under this Agreement); and (v) the date of such Borrowing make available for the demand deposit account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a 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 confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 10.22.2(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank (which must be received, except in the case of Base Rate Loans, at least one Business Day prior to the time date of any Borrowing borrowing) that such Bank will not make available to the Agent such Bank's ratable portion Pro Rata Percentage of such Borrowingborrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing borrowing in accordance with subsection (a) of this Section 3.1 2.1(c), and the Agent maymay (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent that such any Bank shall not have so made its full amount available to the Agent in immediately available funds and the Agent in such ratable portion 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 Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereonat the Federal Funds Rate or, in the case of any borrowing consisting of Alternate Currency Loans, the Overnight Rate, for each day from during such period. A notice of the date Agent submitted to any Bank with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to 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 until by the date next succeeding Business Day of such amount is repaid 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 (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementborrowing. (dc) The failure of any Bank to make the Loan to be made by it as part of any Borrowing borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowingborrowing, 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 Borrowingborrowing. (d) The Dollar Equivalent Value of any borrowing of Alternate Currency Loans will be determined by the Agent for such borrowing on the Computation Date therefor in accordance with Section 3.2(a).

Borrowing Procedure. (a) Each To request a Revolving Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Term Borrowing, the Agent may assume that such Bank has made such portion available Borrower shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of a Eurodollar Term Borrowing, not later than 12:00 p.m., New York City time, on the Borrowerthird Business Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the interest rate applicable at the time to Loans comprising such Borrowing and case of any Borrowing), (ii) in the case of such Bankan ABR Term Borrowing, not later than 4:00 p.m., New York City time, on the Federal Funds Rate. If such Bank shall repay Business Day prior to the Agent proposed Borrowing (or such corresponding amountlater time on such Business Day as may be reasonably acceptable to the Administrative Agent) and (iii) in the case of any Revolving Borrowing, not later than 12:00 p.m., New York City time, on the fifth Business Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with ‎Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement.Borrowing; (dc) 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 which shall be responsible for a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the failure case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) that, in the case of a Revolving Borrowing, the conditions set forth in ‎Section 4.02(b) and ‎Section 4.02(c) are satisfied as of the date of the notice and, in the case of a Delayed Draw Term Loan Borrowing, the conditions set forth in Section ‎4.03(b) and ‎4.03(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any other Bank requested Eurodollar Borrowing, then Borrower shall be deemed to make have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this ‎Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made by such other Bank on as part of the date of any requested Borrowing.

Borrowing Procedure. (a) Each Borrowing With the exception of the Loans made on the Effective Date, the Loans under Sections 2.01 and 2.02 shall be made on ------------------- notice, given not later than upon at least three (x3) 11:00 A.M. (New York City time) on full Business Days' prior notice from the third Business Day prior Company to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to Agent and each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") ). Each such Notice of Borrowing shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested specify (i) date of such Borrowingthe Borrowing Date, (ii) Type the total amount of the proposed Loans comprising such Borrowing(which shall be for not less than $250,000 and in an integral multiple of $250,000), and (iii) aggregate whether such Loans are to be Prime Rate Loans or LIBOR Loans, and if such Loans are to be LIBOR Loans, the Rate Period applicable thereto. (b) In connection with each Revolving Credit Borrowing, the Company shall (i) deliver, prior to the Borrowing Date set forth in the Notice of Borrowing related to such Revolving Credit Borrowing, to the Agent, with a copy to each Bank, a Borrowing Base Certificate showing a Borrowing Base that is greater than or equal to the amount of the Revolving Credit Borrowing referred to in such BorrowingNotice of Borrowing plus the principal amount of Revolving Credit Loans outstanding on such date. (c) The failure of any Bank to make the Loan(s) to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, and (iv) in the case of a Borrowing consisting of LIBO Rate Loansif any, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City timehereunder to make its Loan(s) on the date of such Borrowing make available Borrowing, but no Bank shall be responsible for the account failure of any other Bank to make the Loan(s) to be made by such other Bank on the date of any Borrowing. (d) Not later than 11:00 a.m. (Dallas time) on the Borrowing Date for each Borrowing, each Bank shall make its Applicable Lending Ratable Share of such Borrowing available at the Office of the Agent in immediately available funds. On each Borrowing Date, provided each Bank shall have made its Ratable Share of the applicable Borrowing available to the Agent at as required by the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIimmediately preceding sentence, the Agent will make shall pay the proceeds of such Borrowing in immediately available funds available to or upon the Borrower at order of the Agent's address referred to in Section 10.2Company no later than 2:00 p.m. (Dallas time). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (ce) Unless the Agent shall have received notice from a Bank prior to the time date of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion Ratable Share of such Borrowing, the Agent may assume that such Bank has made such portion Ratable Share available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 Subsection 2.03(d), and the Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion Ratable Share available to the Agent, such Bank Bank, upon demand, and the Borrower Company, within three (3) Business Days after demand, severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Ratefederal funds rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (ai) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on ------------------- notice, given notice by the requesting Borrower to the Administrative Agent not later than 11:00 a.m. (New York time) on (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or SOFR Loans, (y) 11:00 A.M. (New York City time) on the fourth Business Day prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of Base Rate Eurocurrency Loans denominated in an Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR Loans, by and the Borrower to the Agent, which Administrative Agent shall give to each Bank Lender prompt notice thereof by telecopier or telex. thereof. (ii) Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit B heretoC, specifying therein the requested (i1) date of such BorrowingBorrowing (which shall be a Business Day), (ii2) Type of Loans comprising such Borrowing, (iii3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (iv6) in the case of a Borrowing consisting of LIBO Rate SOFR Loans or Eurocurrency Loans, initial Interest Period for each such Loan. Loans. (iii) Each Bank Lender shall, before 1:00 P.M. p.m. (New York City time) on the date of such Borrowing Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Bank's ▇▇▇▇▇▇’s ratable portion of such Borrowing. . (iv) After the Administrative Agent's ’s receipt of such funds funds, and upon fulfillment subject to the satisfaction of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the requesting Borrower at by promptly crediting the Agent's address referred amounts so received, in like funds, to in Section 10.2such account of such Borrower as the Administrative Agent and such Borrower may agree. (bv) Anything If the requesting Borrower fails to specify a Type of Loan in subsection a Notice of Borrowing, then the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans, then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified SOFR Loans in Dollars. (avi) above After giving effect to all Borrowings, all Conversions and all Continuations, there shall not be more than 15 Interest Periods in effect. Notwithstanding the contrary notwithstandingforegoing no Borrower shall be entitled to request, (i) the Borrower may not select LIBO Rate Loans for or to elect to convert or continue, any Borrowing if the aggregate amount Interest Period request (i) with respect to a Borrowing of such Borrowing is less than $5,000,000 or if 2026 Tranche Revolving Loans would end after the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 2026 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans would end after the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings2027 Termination Date. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (ai) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing of Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on ------------------- notice, given notice by the requesting Borrower to the Administrative Agent not later than (x) 11:00 A.M. a.m. (New York City time) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of the proposed such Borrowing in the case of a Borrowing consisting of LIBO Rate Eurocurrency Loans or (y) not later than 11:00 A.M. a.m. (New York City time) on the date of the proposed such Borrowing in the case of a Borrowing consisting of Base Rate ABR Loans, by and the Borrower to the Agent, which Administrative Agent shall give to each Bank Lender prompt notice thereof by telecopier or telex. thereof. (ii) Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit B heretoC, specifying therein the requested (i1) date of such BorrowingBorrowing (which shall be a Business Day), (ii2) Type of Loans comprising such Borrowing, (iii3) aggregate amount of such Borrowing, stated in Dollars, and the Currency thereof and (iv4) in the case of a Borrowing consisting of LIBO Eurocurrency Loans (other than ▇▇▇▇▇ Rate Loans), initial Interest Period for each such Loan. Loans. (iii) Each Bank Lender shall, before 1:00 P.M. p.m. (New York City time) on the date of such Borrowing Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Bank's Lender’s ratable portion of such Borrowing. . (iv) After the Administrative Agent's ’s receipt of such funds funds, and upon fulfillment subject to the satisfaction of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the requesting Borrower at by promptly crediting the Agent's address referred amounts so received, in like funds, to in Section 10.2such account of such Borrower as the Administrative Agent and such Borrower may agree. (bv) Anything If the requesting Borrower fails to specify a Type of Loan in subsection (a) above to a Notice of Borrowing, then the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to a Borrowing of Eurocurrency Loans (other than ▇▇▇▇▇ Rate Loans), then such Borrower shall be suspended pursuant deemed to Section 4.2have requested a Continuation with respect thereto with an Interest Period of one month. If the requesting Borrower requests a Borrowing of, 4.3 Conversion to, or 4.6 and Continuation of Eurocurrency Loans (iiother than ▇▇▇▇▇ Rate Loans) in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the LIBO Rate requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans may not in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be outstanding as part of more than eight separate Borrowingsdeemed to have specified such Loans in Dollars. (cvi) Unless the Agent shall have received notice from a Bank prior After giving effect to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowingall Borrowings, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 all Conversions and the Agent mayall Continuations, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank there shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) be more than 15 Interest Periods in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementeffect. (d) 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. (a) Each Borrowing advance under this Agreement shall be in an aggregate principal amount of at least $10,000.00. Any advance may be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior directly to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, 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 AgentBorrower, which shall give to each Bank prompt notice thereof by telecopier including a Title Insurer or telex. Each such notice its agent acting as escrow agent in connection with the purchase of a Borrowing (Lot. If requested by the Bank, the Borrower shall maintain a "Notice of Borrowing") special checking account with the Bank into which all advances hereunder shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form deposited and against which only checks for Costs of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2Construction shall be drawn. (b) Anything 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 Application in subsection which the Borrower shall specify or certify the following: (ai) above the amount of such advance requested; (ii) the date of such requested advance, which shall be a Business Day; (iii) 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 notice is given; (iv) that no Default or Event of Default is then existing; (v) that the advance by the Bank of the requested advance will not result in or give rise to a Default or an Event of Default; and (vi) that the representations and warranties of the Borrower contained in this Agreement are true and correct as of the date 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 Borrower shall cause a Title Insurer to (i) record in the Official Public Records of Real Property of the appropriate county, a Deed of Trust with respect to such 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 amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Inventoried 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 Borrower shall pay to the Bank a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Lot or Improvements. (e) Notwithstanding any provision to the contrary notwithstandingcontained in this Agreement or in any other Security Instrument, in no event shall the Borrower be entitled to an advance hereunder, and the Bank shall have no obligation to advance any amount hereunder, unless at the time of such advance (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation in full compliance with all of the Banks to make LIBO Rate Loans shall then be suspended pursuant to provisions of this Section 4.25.2, 4.3 or 4.6 and (ii) no Default or Event of Default is then existing and (iii) such advance will not result in the LIBO Rate Loans may not be outstanding as part balance of more than eight separate Borrowings. (c) Unless the Agent shall have Revolving Line of Credit being in excess of the Maximum Outstanding Amount. Once the Bank has received notice from of a Bank prior to the time of any Borrowing that requested advance, such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank notice shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementthereafter be revocable. (d) 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. (a) Each Borrowing The borrowing by the Borrower hereunder shall be by way of a single borrowing of C$75,000,000 on the Closing Date. Such borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day upon prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by written notice from the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice Agent in the form of a Borrowing Exhibit B hereto (a the "Notice of Borrowing") delivered to the Agent not later than 10:00 a.m. (Dallas time) at least three Business Day prior to the Closing Date. The Notice of Borrowing shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested irrevocable and shall specify (i) date the amount of such Borrowing, the proposed 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) Type of Loans comprising such Borrowing, the Borrowing Date (which shall be the Closing Date); (iii) aggregate amount the Interest Period with respect to each such Loan and the Expiration Date of each such BorrowingInterest Period (provided, that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the demand deposit account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of the 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 the proposed borrowing under this Section 2.2(a); provided, that such telephonic notice shall be promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 10.22.2(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank (which must be received at least one Business Day prior to the time date of any Borrowing borrowing) that such Bank will not make available to the Agent such Bank's ratable portion Pro Rata Percentage of such Borrowingborrowing as and when required hereunder, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing borrowing in accordance with subsection (a) of this Section 3.1 2.1(c), and the Agent maymay (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. The Agent shall give notice to the Borrower of any notice the Agent receives under this Section 2.2(b), provided that the Agent shall not be liable for the failure to give such notice. If and to the extent that such any Bank shall not have so made its full amount available to the Agent in immediately available funds and the Agent in such ratable portion circumstances has made available to the Borrower such amount, that Bank shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the Overnight Rate for each day during such period. A notice of the Agent submitted to any Bank and the Borrower severally agree with respect to repay amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent forthwith shall constitute such Bank's Loan on demand such corresponding amount together with interest thereon, for each day from 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 until by the date next succeeding Business Day of such amount is repaid 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 (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementborrowing. (dc) The failure of any Bank to make the Loan to be made by it as part of any Borrowing borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowingborrowing, 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 Borrowingborrowing.

Borrowing Procedure. (a) Each Borrowing 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 Company with the Bank or, if the Company so requests and the Bank agrees, to any person on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date behalf of the proposed Borrowing Company, including a Title Insurer or its agent acting as escrow agent in connection with the case purchase of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, Lot. If requested by the Borrower to Bank, the Agent, Company shall maintain a special checking account with the Bank into which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") all advances hereunder shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form deposited and against which only checks for Costs of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2Construction shall be drawn. (b) Anything in subsection (a) above In order for the Company to obtain an advance hereunder, the Company shall deliver to the contrary notwithstandingBank at least one (1) Business Day before the requested date of such advance, a Loan Application in which the Company shall specify or certify the following: (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and advance requested; (ii) the LIBO Rate Loans may date of such requested advance, which shall be a Business Day; (iii) the Maximum Outstanding Amount, the Aggregate Deed of Trust Amount and the outstanding balance of the Revolving Line of Credit, all as of the date on which such notice is given; (iv) that no Default or Event of Default is then existing; (v) that the advance by the Bank of the requested advance will not be outstanding result in or give rise to a Default or an Event of Default; and (vi) that the representations and warranties of the Company contained in this Agreement are true and correct as part of more than eight separate Borrowingsthe date on which such notice is given. (c) Unless Simultaneously with the Agent shall have received notice from a funding by the Bank prior of the initial advance with respect to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such BorrowingLot or Improvements, the Agent may assume that such Bank has made such portion available Company shall cause a Title Insurer to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) record in the case Official Public Records of Real Property of the Borrowerappropriate county, a Deed of Trust with respect to such Lot and the interest rate applicable at the time Improvements to Loans comprising such Borrowing be constructed thereon and (ii) in issue the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this AgreementTitle Insurance. (di) The failure Simultaneously with the funding by the Bank of the initial advance with respect to any Inventoried Lot, the Company shall pay to the Bank a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Inventoried Lot. (ii) Simultaneously with the funding by the Bank of the initial advance with respect to make any Lot or Improvements (including any lot which was previously an Inventoried Lot), the Loan Company shall pay to the Bank a fee in the amount of one-fourth percent ( 1/4%) of the Deed of Trust Amount of such Lot or Improvements. (e) Notwithstanding any provision to the contrary contained in this Agreement or in any other Security Instrument, in no event shall the Company be made by it as part entitled to an advance hereunder, and the Bank shall have no obligation to advance any amount hereunder, unless at the time of any Borrowing such advance (i) the Company is in full compliance with all of the provisions of this Section 5.2, (ii) no Default or Event of Default is then existing and (iii) such 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 relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no thereafter be revocable. The Bank shall not be responsible for the failure of any other Bank required to make the Loan to be made by such other Bank on the date of any Borrowing.make

Borrowing Procedure. (a) Each Borrowing borrowing by a Borrower hereunder shall be (i) in the case of any LIBOR Rate Loan, in an aggregate amount of not less than $500,000 or an integral multiple of $500,000 in excess thereof; or (ii) in the case of any Base Rate Loan, in an aggregate amount of not less than $500,000 or an integral multiple of $500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Parent, on ------------------- noticebehalf of the Borrowers, given to the Agent in the form of EXHIBIT C hereto (the "Notice of Borrowing") delivered to the Agent not later than 11:30 a.m. (xHouston time) 11:00 A.M. (New York City timei) on the third Business Day prior to the date Borrowing Date, if such borrowing consists of the proposed Borrowing in the case of a Borrowing consisting of LIBO LIBOR Rate Loans or Loans; and (y) 11:00 A.M. (New York City timeii) on the date of Business Day prior to the proposed Borrowing in the case of a Borrowing consisting Date, if such borrowing consists of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") Borrowing shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested irrevocable and shall specify (i) date the amount of such Borrowing, the proposed borrowing and of each Loan comprising a part thereof; (ii) Type of Loans comprising such Borrowing, the Borrowing Date; (iii) aggregate amount the Type of such Borrowing, and Loan requested; (iv) in with respect to any LIBOR Rate Loan, the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for with respect to each such Loan. Each Bank shallLoan and the Expiration Date of each such Rate Period (PROVIDED, before 1:00 P.M. that there shall not be more than five (New York City time5) on Rate Periods in effect at any one time under this Agreement); and (v) the date of such Borrowing make available for the demand deposit account of its Applicable Lending Office to the Agent Borrowers at the Agent's Account, in same day funds, such Bank's ratable portion Domestic Lending Office with which the proceeds of such Borrowingthe borrowing are to be deposited. After the Agent's Promptly upon its receipt of such funds and upon fulfillment a Notice of the applicable conditions set forth in Article IIIBorrowing, the Agent will make shall deliver by fax a copy thereof to each Bank. The Parent may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); PROVIDED, that such funds available telephonic notice shall be promptly confirmed in writing by delivery to the Borrower at Agent of a Notice of Borrowing. Neither the Agent's address Agent nor any Bank shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Parent or for otherwise acting in good faith under this Section 10.22.2(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time date of any Borrowing borrowing that such Bank will not make available to the Agent such Bank's ratable portion Pro Rata Percentage of such Borrowingborrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing borrowing in accordance with subsection (a) of this Section 3.1 2.1(c), and the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion its Pro Rata Percentage available to the Agent, such Bank and the Borrower Borrowers (without duplication) severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Borrowers until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerBorrowers, at the interest rate applicable at the time to Loans comprising such Borrowing borrowing, and (ii) in the case of such Bank, at the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing borrowing for purposes of this Agreement. (dc) The failure of any Bank to make the Loan to be made by it as part of any Borrowing borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowingborrowing, 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 Borrowingborrowing.

Borrowing Procedure. (a1) Each Borrowing shall be made Any Authorized Officer of the Borrower may request a Revolving Loan on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on behalf of the third Business Day Borrower after the Effective Date and prior to the date of Termination Date in Dollars on any Business Day by giving the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans Agent telephonic, telex or facsimile notice (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, irrevocable once given and shall be promptly confirmed promptly in writing, or ------------------- telecopier or telex writing if given telephonically) in substantially the form of Exhibit B heretoattached hereto ("Borrowing Request") or such other form as shall be acceptable to the Agent. Each Borrowing Request must be received by the Agent prior to 10:00 A.M., specifying therein Chicago time, on the requested proposed date of such Borrowing (iwhich must be a Business Day) in the case of Floating Rate Loans and prior to 10:00 A.M., Chicago time, three (3) Business Days prior to the proposed date of such Borrowing (which must be a Business Day) in the case of Eurodollar Loans and in each case shall specify (a) the principal amount of such Borrowing, (iib) the proposed date of Borrowing (which must be a Business Day), (c) the Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (ivd) in the case of a Borrowing consisting of LIBO Eurodollar Rate LoansBorrowing, the initial Interest Period for such Borrowing. Promptly upon receipt of such Borrowing Request, the Agent shall advise each such LoanLender thereof. Each Bank shallNot later than 11:00 A.M., before 1:00 P.M. (New York City Chicago time) , on the date of such Borrowing make available for the account of its Applicable Lending Office to a proposed Borrowing, each Lender shall provide the Agent at its principal office in Chicago with immediately available funds in an amount equal to such Lender's Percentage of the Agent's Accountprincipal amount of the proposed Borrowing specified in the Borrowing Request. Each Floating Rate Loan shall be in a principal amount of $500,000 or an integral multiple thereof; each Eurodollar Loan shall be in a principal amount of $1,000,000 or an integral multiple thereof. All Borrowings shall be pro rata among the Lenders in accordance with their respective Percentages. Not later than 1:00 P.M., Chicago time, on the proposed date of Borrowing specified in same day fundsthe Borrowing Request, such Bank's ratable portion of such Borrowing. After subject to the Agent's receipt of such funds and upon fulfillment satisfaction of the applicable conditions precedent set forth in Article IIIV hereof, the Agent will shall make such funds the proceeds of each Revolving Loan available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above by causing an amount of immediately available funds equal to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate principal amount of such Borrowing is less than $5,000,000 or if Revolving Loan to be credited to the obligation account of the Banks to make LIBO Rate Loans shall then be suspended Borrower at BAI unless otherwise required pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes terms of this Agreement. (d) 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. (a) Each To request a Borrowing, the Designated Company shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing shall be made on ------------------- notice, given Request to the Administrative Agent not later than 10:00 a.m., London time, three (x3) 11:00 A.M. (New York City time) on the third Business Day prior to Days before the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telexBorrowing. Each such notice of a Borrowing (a "Notice of Borrowing") Request shall be by telephone, confirmed promptly irrevocable and shall specify the following information in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in compliance with Section 10.2.2.02: (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and Borrowing(s); (ii) the LIBO Rate Loans may not date of such Borrowing(s), which shall be outstanding as part a Business Day (and in the case of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank Aleris Incremental Term Loans, occurring prior to the time of any Borrowing that such Bank will not make available Aleris Incremental Commitment Termination Date); (iii) the initial Interest Period to the Agent such Bank's ratable portion of be applicable to each such Borrowing, which shall be a period contemplated by the Agent may assume that such Bank has made such portion available to definition of the Agent on term “Interest Period”; (iv) the date location and number of such Borrowing in accordance Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with subsection the requirements of Section 2.02(c); and (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iv) in the case of the Borrowerinitial Credit Extension hereunder, under the interest rate applicable at Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the time to Loans comprising such Borrowing conditions set forth in Section 4.03(b) - (d) have been satisfied as of the date of the notice, and (ii) in the case of such BankAleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as of the date designated pursuant to clause (ii) above. Subject to the firstsecond proviso in the definition of “Interest Period,” if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Co-Borrowers shall be deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Federal Funds Rate. If such Bank Administrative Agent shall repay to advise each Lender of the Agent such corresponding amount, such details thereof and of the amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Lender’s 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 requested 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.. 967770.02F-CHISR1034077.05-CHISR01A - MSW 105

Borrowing Procedure. (a) Each The Company shall give to the Administrative Agent prior notice (by telex or telecopier, or by telephone (confirmed in writing promptly thereafter)) of its intention to borrow under this Section 2, by delivery to the Administrative Agent of a borrowing request substantially in the form of Exhibit K hereto (each, a "Borrowing Request") specifying: (i) the proposed date of such borrowing (each, a "Borrowing Date"), which date shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third a Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Reference Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing a Eurodollar Business Day in the case of a Borrowing consisting of Base Rate LIBOR Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type the aggregate principal amount of the Committed Loans comprising to be made on such Borrowingdate, which shall, in the case of LIBOR Loans, be in the minimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof and, in the case of Reference Loans, be in the minimum aggregate amount of $1,000,000 and multiples thereof, (iii) aggregate amount of whether such BorrowingCommitted Loans are to be funded as LIBOR Loans or Reference Loans, and (iv) in the case of a Borrowing consisting of LIBO Rate LIBOR Loans, the initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2therefor. (b) Anything in subsection (a) above to the contrary notwithstanding, A Borrowing Request shall be given by (i) the Borrower may 12:00 noon (Minneapolis time) not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or three Eurodollar Business Days prior to the proposed Borrowing Date if the obligation of the Banks such Loan is to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 a LIBOR Loan and (ii) 10:30 a.m. (Minneapolis time) on the LIBO Rate Loans may proposed Borrowing Date if such Loan is to be a Reference Loan; provided, however, that with respect to a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be given by 12:00 noon (Minneapolis time) not less than two Eurodollar Business Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the Administrative Agent, a Borrowing Request shall be outstanding as part of more than eight separate Borrowingsirrevocable. (c) On the date of receipt of such Borrowing Request by the Administrative Agent, the Administrative Agent shall give prompt notice by telephone or telecopy to each Bank of the contents thereof. Each Bank shall make immediately available funds equal to the amount of its Committed Loan available to the Administrative Agent for the account of the Company at First Bank National Association, Minneapolis, Minnesota, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (Minneapolis time), on each Borrowing Date. Unless the Administrative Agent is aware that the conditions precedent to the making of such Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall have received notice from a Bank prior to promptly notify the time of any Borrowing that such Bank will not Company and all the Banks), the Administrative Agent shall make available to the Agent Company not later than 12:30 p.m. (Minneapolis time) on such Bank's ratable portion of such BorrowingBorrowing Date, the Agent may assume that such Bank has made such portion amount of funds so received in the type of funds received by it (or, at the option of the Administrative Agent, in immediately available to funds). On or before the Agent close of business (Minneapolis time) on the date of such Borrowing Business Day that the Administrative Agent determines the LIBO Rate for any Committed Loans in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrowerrespective definitions thereof, the interest rate applicable at the time Administrative Agent shall use best efforts to Loans comprising such Borrowing and (ii) in the case notify each Bank of such Bank, the Federal Funds LIBO Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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. (a) Each To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall be deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing made on ------------------- noticein GBP), given not later than (x) 11:00 A.M. (12:00 noon, New York City time, three (3) on the third Business Day prior to Days before the date of the proposed Borrowing Borrowing, (ii) in the case of a EURIBOR Borrowing, or a Eurocurrency Borrowing consisting made in GBP, not later than 11:00 a.m., London time, three (3) Business Days before the date of LIBO Rate Loans the proposed Borrowing, or (yiii) 11:00 A.M. (in the case of a Base Rate Borrowing, not later than 12:00 noon, New York City time) , on the date of the proposed Borrowing. All Borrowing Requests which are not made on-line via the Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the case exercise of a Borrowing consisting of Base Rate Loansits sole discretion, by such Borrowings shall not be made until the Borrower completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent, which shall give ) prior to each Bank prompt notice thereof by telecopier or telexthe funding of any such requested Borrowing. Each such notice of a Borrowing (a "Notice of Borrowing") Request shall be by telephone, confirmed promptly irrevocable and shall specify the following information in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, compliance with Section 2.02: (iii) aggregate amount whether such Borrowing shall constitute a Borrowing of such BorrowingU.S. Revolving Loans, and U.K. Revolving Loans, Belgian Revolving Loans, German Revolving Loans or Swiss Revolving Loans; (iv) in the case of a Borrowing consisting of LIBO Rate LoansDollar Denominated Loans made to U.S. Borrowers or to Parentthe Canadian Borrower, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of whether such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Loan to be made by it as part of any a Base Rate Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such or a Eurocurrency 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. (a) Each To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall be deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) (A) prior to the USD LIBOR Transition Date, in the case of a Eurocurrency Borrowing (other than a Eurocurrency Borrowing made on ------------------- noticein GBP), given not later than (x) 11:00 A.M. (12:00 noon, New York City time, three (3) on Business Days before the third date of the proposed Borrowing, (iior (B) thereafter, in the case of a Borrowing of SOFR Rate Loans, not later than 12:00 noon, New York time, three (3) RFR Business Day prior to Days before the date of the proposed Borrowing, (iii) in the case of a EURIBOR Borrowing, or a Eurocurrency Borrowing made in GBP, not later than 11:00 a.m., London time, three (3) Business Days before the date of the proposed Borrowing, or (iiiiv) in the case of a Borrowing of RFR Loans (other than SOFR Rate Loans), not later than 11:00 a.m. London time, five (5) RFR Business Days before the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Base Rate LoansBorrowing, initial Interest Period for each such Loan. Each Bank shallnot later than 12:00 noon, before 1:00 P.M. (New York City time) , on the date of such the proposed Borrowing. All Borrowing make available for Requests which are not made on-line via the account Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its Applicable Lending Office sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Agent at Administrative Agent) prior to the Agent's Account, in same day funds, funding of any such Bank's ratable portion of such requested Borrowing. After Each Borrowing Request shall be irrevocable and shall specify the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth following information in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in compliance with Section 10.2.2.02: (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and Borrowing; (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 which shall be responsible for a Business Day; (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, German Revolving Loans or Swiss Revolving Loans; (iv) in the failure case of any other Bank Dollar Denominated Loans, whether such Borrowing is to make be (x) a Base Rate Borrowing or (y) (I) prior to the Loan USD LIBOR Transition Date, a Eurocurrency Borrowing or (II) thereafter, a SOFR Rate Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower, whether such Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing; (v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and the names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers; (vi) in the case of a Eurocurrency Borrowing or, EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by such other Bank on the date definition of any Borrowing.the term “Eurocurrency Interest Period,” or “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to Section 2.11(d));

Borrowing Procedure. (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of To request a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Term Borrowing, the Agent may assume that such Bank has made such portion available Borrower shall deliver, by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Request for Credit Extension to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the Borrowerdate of the proposed Borrowing (or, in the interest rate applicable at case of the time to Loans comprising such Borrowing and initial extension of credit on the Closing Date, one Business Day before) or (ii) in the case of such Bankan ABR Borrowing, not later than 1:00 p.m., New York City time, on the Federal Funds Ratedate of the proposed Borrowing. If such Bank Each Request for Credit Extension for a Term Loan shall repay to be irrevocable and shall specify the Agent such corresponding amount, such following information in compliance with Section 2.02: (a) the aggregate amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. Borrowing; (db) 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 which shall be responsible a Business Day; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”; e) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c) and (f) if and to the extent required under Section 4.01, that the conditions set forth in clauses (a) and (b) of Section 4.01 are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. Promptly following receipt of a Request for Credit Extension in accordance with this Section 2.03, the failure Administrative Agent shall advise each Lender of any other Bank to make the details thereof and of the amount of such Lender’s Loan to be made by such other Bank on as part of the date of any requested Borrowing.

Borrowing Procedure. (a) Each To request a Borrowing, Intermediate Holdings or the Borrower shall deliver, by hand delivery, facsimile or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 10.01(b) and the second paragraph of Section 10.01(d), a duly completed and executed Borrowing shall be made on ------------------- noticeRequest to the Administrative Agent (i) in the case of a SOFR Borrowing, given not later than (x) 11:00 A.M. (1:00 p.m., New York City time, three (3) U.S. Government Securities Business Days (or, with respect to the first Borrowing to occur on or after the third Closing Date, not later than 1:00 p.m., New York time, one (1) U.S. Government Securities Business Day prior to before the date of the proposed Borrowing or such shorter time as the Administrative Agent may agree) before the date of the proposed Borrowing or (ii) in the case of a Borrowing consisting of LIBO Base Rate Loans or (y) Borrowing, not later than 11:00 A.M. (a.m., New York City time) , on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telexBorrowing. Each such notice of a Borrowing (a "Notice of Borrowing") Request shall be by telephone, confirmed promptly irrevocable and shall specify the following information in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested compliance with Section 2.02: (i) the aggregate amount of such Borrowing; (ii) whether such Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing; (iii) the date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and which shall be a Business Day; (iv) in the case of a Borrowing consisting of LIBO Rate LoansSOFR Borrowing, the initial Interest Period for to be applicable to each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, which shall be a period contemplated by the Agent may assume that such Bank has made such portion available definition of the term “Interest Period”; 1304976.12A-NYCSR02A - MSW (v) the location and number of the account(s) to which funds are to be disbursed, which shall comply with the Agent on the date requirements of such Borrowing in accordance with subsection Section 2.02(c); and (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ivi) in the case of the Borrowerinitial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the interest rate applicable at conditions set forth in Section 4.02(b) - (d) have been satisfied as of the time to Loans comprising such Borrowing and (ii) in date of the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreementnotice. (db) The failure If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be a SOFR Borrowing with an Interest Period of one month’s duration. If no Interest Period is specified with respect to any Bank requested SOFR Borrowing, then Intermediate Holdings and the Borrower shall be deemed to make 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 Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s 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 requested Borrowing.

Borrowing Procedure. (a) Each Borrowing In order to request a Borrowing, the Company shall be made on ------------------- notice, given not later than give written or telex notice (xor telephone notice promptly confirmed in writing or by telex) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Administrative Agent in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at A (i) in the case of the Borrowera Eurodollar Borrowing, the interest rate applicable at the time to Loans comprising such Borrowing not later than 10:30 A.M., Charlotte, North Carolina time, three Business Days before a proposed borrowing, and (ii) in the case of such Bankan ABR Borrowing, not later than 10:30 A.M., Charlotte, North Carolina time, one Business Day before a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) whether the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Loan then being requested is to be made by it as part of any a Eurodollar Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day), and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, but the Interest Period with respect thereto. If no Bank election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be responsible a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month's duration. If the Company shall not have given notice in accordance with this Section 2.02 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the failure Company shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with a Eurodollar Borrowing with an Interest Period of one month. The Administrative Agent shall promptly advise the Banks of any other Bank notice given pursuant to make this Section 2.02 and of each Bank's portion of the Loan to be made by such other Bank on the date of any requested Borrowing. (b) Advances....

Borrowing Procedure. (a) Each Borrowing shall be made upon prior written notice from the Applicable Borrower to the Applicable Agent in the form of Exhibit E (a “Notice of Borrowing”). Such Notice of Borrowing shall be delivered to the Applicable Agent, (a) in the case of Revolving Borrowings that are CB Floating Rate Loans, not later than 10:00 a.m., Houston Time, on ------------------- noticethe requested Borrowing Date; (b) in the case of Eurocurrency Borrowings that are denominated in US Dollars, not later than 10:00 a.m., Local Time, three (3) Business Days prior to the requested Borrowing Date; (c) in the case of Alternative Currency Loans, as provided in Section 2.4(c); and (d) in the case of Swingline Loans, as provided in Section 2.6; provided that any such notice of a CB Floating Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.7(d) may be given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) 9:00 a.m., Houston Time, on the date of the proposed Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the identity of the Applicable Borrower; (ii) the aggregate principal amount of the requested Borrowing; (iii) the currency in which such Borrowing shall be denominated (which shall be a currency permitted by Section 2.2(b)); (iv) the requested Borrowing Date (which shall be a Business Day with respect to such Borrowing); (v) the Class and Type of Borrowing requested; (vi) with respect to any Eurocurrency Borrowing or CDOR Borrowing, the Interest Period to be applicable to such Borrowing (which shall be a period contemplated by the definition of the term “Interest Period”); and (vii) the location and number of the Applicable Borrower’s account in which the proceeds of the requested Borrowing are to be deposited or, in the case of a CB Floating Rate Borrowing consisting requested to finance the reimbursement of Base Rate Loansan LC Disbursement as contemplated by Section 2.7(d), by the Borrower identity and the account of the Issuing Bank to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telexbe reimbursed. Each such notice of If no currency is specified in a Borrowing (a "Notice of Borrowing", the requested Borrowing (x) if to the Borrower, shall be by telephonedenominated in US Dollars; (y) if to the Canadian Borrower, confirmed promptly shall be denominated in writingCanadian Dollars; and (z) if to the UK Borrower, or ------------------- telecopier or telex shall be denominated in substantially Sterling. If no election as to the form Type of Exhibit B heretoBorrowing is specified in a Notice of Borrowing, specifying therein the requested Borrowing shall be (iA) date of such if denominated in US Dollars, a CB Floating Rate Borrowing; (B) if denominated in Canadian Dollars, a Canadian Prime Borrowing; and (C) if denominated in Sterling or Euro, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing or CDOR Borrowing, (ii) Type the Applicable Borrower shall be deemed to have selected an Interest Period of Loans comprising such one month’s duration. Promptly upon its receipt of a Notice of Borrowing, (iii) aggregate the Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof, the identity of the Applicable Borrower, the currency in which such Revolving Borrowing is to be denominated, the amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office Lender’s Loan to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding made as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such requested Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 obligationoption and, if any, hereunder to make its Loan on the date Interest Period selected, and the proposed Borrowing Date. The Applicable Borrower may give the Applicable Agent telephonic notice by the required time of any proposed Borrowing under this Section 2.3; provided that such Borrowing, but no Bank telephonic notice shall be responsible for irrevocable and shall be promptly confirmed in writing by delivery to the failure Applicable Agent of a Notice of Borrowing. Neither any Applicable Agent nor any Lender shall incur any liability to any Borrower or any other Bank Person in acting upon any telephonic notice referred to make the Loan above which such Applicable Agent believes in good faith to be made have been given by such other Bank on the date of any BorrowingBorrower or for otherwise acting in good faith under this Section 2.3.

Borrowing Procedure. (a) Each Borrowing Subject to Section 4.1(b), Borrower shall be made on ------------------- noticegive Agent, given not and Agent will give the Banks, notice of each borrowing under the Commitments in accordance with Section 4.3. Not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) 1:00 p.m. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period specified for each such borrowing (other than a Swingline Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such each Bank will not make available to Agent the Agent such Bank's ratable portion amount of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make 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 part provided in Section 2.8. The 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 Borrowing Bank shall not relieve 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 in accordance with Section 4.1(a) shall be required to be presented by Borrower to Agent if (i) no Default exists, and a check, checks, or other debit shall be 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 other Obligation. In either event, Agent shall (in the case of 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 Revolving Loans or shall advise the Swingline Bank of its obligationthe amount of the Swingline Loans, if any, hereunder necessary to make its Loan (x) be credited to the Disbursement Account on such day to permit such debits to be honored or (y) pay the amount of the Obligation due and unpaid. Not later than 3:00 P.M. on the date day the Banks are advised of such Borrowinga Revolving Loan under this Section 4.1(b), but no each Bank shall be responsible for will make available the failure amount of any other Bank to make the Revolving Loan to be made by it on such other date to Agent, at the Principal Office, in immediately available funds, for the account of Borrower. However, if the Swingline Bank is advised of such 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 date Principal office, in immediately available funds, for the account of any Borrowingthe applicable Borrower not later than 3:00 P.M. on such date. The amounts so received by Agent, shall, subject to the terms and conditions of this Agreement, be made available to Borrower by crediting the same to the applicable Disbursement Account or by utilizing the same to pay the past due Obligation, as applicable. Revolving Loans made under this Section 4.1(b) shall be made as Base Rate Loans.

Borrowing Procedure. In order to request a Borrowing of Loans, the Borrower shall notify the Administrative Agent of such request (a) Each Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) Eurodollar Loans, not later than 11:00 A.M. (New York City a.m., Chicago time) on the date of , three Business Days before the proposed Borrowing Date (or, with respect to the Borrowing on the Closing Date, not later than 11:00 a.m., Chicago time, on the Business Day before the Closing Date) and (b) in the case of a Borrowing consisting of Base Rate Loans, by not later than 11:00 a.m., Chicago time, on the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telexproposed Borrowing Date. Each such notice Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of a written Borrowing (a "Notice of Borrowing") Request and shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially specify the form of Exhibit B hereto, specifying therein the requested following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing; (ii) the date of such Borrowing, Borrowing (ii) Type of Loans comprising such Borrowing, which shall be a Business Day); (iii) aggregate the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing, ; and (ivv) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, Loans comprising any Borrowing shall be in an aggregate principal amount that is (1) (A) in the case of a Borrowing consisting of LIBO Base Rate Loans, initial $1,000,000 or a whole multiple of $250,000 in excess thereof or (B) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $250,000 in excess thereof or (2) equal to the remaining available balance of the applicable Revolving Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period for with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of three months’ duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 4.01 (and the contents thereof), and of each such LoanLender’s portion of the requested Borrowing. Each Bank shall, before 1:00 P.M. (New York City time) on applicable Lender will make the date amount of such its pro rata share of each Borrowing make available to the Administrative Agent for the account of its Applicable Lending the Borrower at the Funding Office prior to 1:00 p.m., Chicago time, on the Borrowing Date requested by the Borrower in funds immediately available to the Agent at the Administrative Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent Such Borrowing will make such funds then be made available to the Borrower at by the Agent's address referred to Administrative Agent crediting the account of the Borrower specified in Section 10.2. the applicable Borrowing Request (bthe “Loan Account”) Anything in subsection (a) above with the aggregate of the amounts made available to the contrary notwithstanding, Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent; provided that any Base Rate Loans made to finance (i) a Reimbursement Obligation as provided in Section 3.08 shall be remitted by the Borrower may not select LIBO Rate Loans for any Borrowing if Administrative Agent to the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 Issuing Bank and (ii) the LIBO Rate Loans may not reimbursement of a Protective Advance or an Overadvance shall be outstanding as part of more than eight separate Borrowings. retained by the Administrative Agent (c) Unless the Agent shall have received notice from a Bank prior or paid to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing applicable Lender in accordance with subsection (aSection 3.01(b)(ii) of this and Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement3.01(c)(ii)). (d) 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. To request Loans (other than Swingline Loans), Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (a) Each Borrowing shall be made on ------------------- noticein the case of Eurocurrency Loans in dollars, given not later than (x) 11:00 A.M. (New York City time) on the third a.m., three Business Day prior to Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing), (b) in the case of Eurocurrency Loans in an Alternate Currency (other than any Special Notice Currency), not later than 11:00 a.m., four Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing consisting Request must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the requested date of LIBO Rate such Borrowing), (c) in the case of Eurocurrency Loans in an Alternate Currency that is a Special Notice Currency, not later than 11:00 a.m., five Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. six Business Days prior to the requested date of such Borrowing), or (yd) 11:00 A.M. in the case of ABR Loans, not later than 10:00 a.m. (New York City timei) on the date of the proposed Borrowing if the proposed Borrowing is in an aggregate amount equal to or less than $20.0 million and (ii) one Business Day before the case date of a the proposed Borrowing consisting if the proposed Borrowing is in an aggregate amount in excess of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex$20.0 million. Each such notice of a Borrowing (a "Notice of Borrowing") Request shall be by telephone, confirmed promptly irrevocable and shall specify the following information in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein compliance with Section 2.02: (A) whether the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing, an Incremental Term Borrowing or a Replacement Term Borrowing; (iB) the aggregate amount of such Borrowing; (C) the date of such Borrowing, which shall be a Business Day; (iiD) Type of Loans comprising whether such Borrowing is to be a ABR Borrowing or Eurocurrency Borrowing, ; (iii) aggregate amount of such Borrowing, and (ivE) in the case of a Borrowing consisting of LIBO Rate LoansEurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” (it being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for each such Loan. Each Bank shallan Interest Period having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before 1:00 P.M. (New York City time) on the requested date of such Borrowing make available for denominated in dollars, or (y) four Business Days (or five Business Days in the account case of its Applicable Lending Office a Special Notice Currency) prior to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion requested date of such Borrowing. After Borrowing denominated in an Alternate Currency, the Agent's receipt Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); (F) the location and number of such Borrower’s account to which funds and upon fulfillment of are to be disbursed; (G) that the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstandingSections 4.02(b), (id) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (iif) the LIBO Rate Loans may not be outstanding have been satisfied as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection the notice; and (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (iH) in the case of the BorrowerEurocurrency Borrowings in an Alternate Currency, the interest rate Alternate Currency for such Borrowing. If no election as to the Type of Loans is specified for Borrowings in dollars, then the requested Borrowing shall be for ABR Loans. If no election as to the currency of Loans is specified, then the requested Borrowing shall be in dollars. If no Interest Period is specified in the applicable at the time Borrowing Request with respect to Loans comprising such Borrowing and any requested Eurocurrency Borrowing, then Borrower shall be deemed to have selected an Interest Period of (iix) three months, in the case of such Banka Eurocurrency Term Borrowing, a Eurocurrency Incremental Term Borrowing, or a Eurocurrency Replacement Term Borrowing, and (y) one month, in the case of a Eurocurrency Revolving Borrowing. During the existence of a Default, no new Loans may be requested as Eurocurrency Loans without the consent of the Required Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Federal Funds Rate. If such Bank Administrative Agent shall repay to advise each applicable Lender of the Agent such corresponding amount, such details thereof and of the amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Lender’s 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 requested Borrowing.

Borrowing Procedure. (a) Each To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall be made on ------------------- noticedeliver, given by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) (A) prior to the USD LIBOR Transition Date, in the case of a Eurocurrency Borrowing, not later than (x) 11:00 A.M. (12:00 noon, New York City time, three (3) on Business Days before the third date of the proposed Borrowing, or (B) thereafter, in the case of a Borrowing of Term SOFR Rate Loans, not later than 12:00 noon, New York time, three (3) RFR Business Day prior to Days before the date of the proposed Borrowing, (iiiii) in the case of a EURIBOR Borrowing, not later 11:00 a.m. London time, three (3) Business Days before the date of the proposed Borrowing, (iviii) in the case of a Borrowing of RFR Loans (other than Term SOFR Rate Loans), not later than 11:00 a.m. London time, five (5) RFR Business Days before the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Base Rate LoansBorrowing, initial Interest Period for each such Loan. Each Bank shallnot later than 12:00 noon, before 1:00 P.M. (New York City time) , on the date of such the proposed Borrowing. All Borrowing make available for Requests which are not made on-line via the account Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its Applicable Lending Office sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Agent at Administrative Agent) prior to the Agent's Account, in same day funds, funding of any such Bank's ratable portion of such requested Borrowing. After Each Borrowing Request shall be irrevocable and shall specify the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth following information in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in compliance with Section 10.2.2.02: (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and Borrowing; (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 which shall be responsible a Business Day; (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, German Revolving Loans or Swiss Revolving Loans; (iv) in the case of Dollar Denominated Loans, whether such Borrowing is to be (x) a Base Rate Borrowing or (y) (I) prior to the USD LIBOR Transition Date, a Eurocurrency Borrowing or (II) thereafter, a SOFR Ratea Term SOFR Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower; (v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and the names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers; (vi) in the case of a Eurocurrency Borrowing, EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by the definition of the term 1209502.04-CHISR02A - MSW “Eurocurrency Interest Period,” “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to Section 2.11(d)); (vii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (viii) that the conditions set forth in Section 4.02(b) through (d) have been satisfied as of the date of the notice; and (ix) in the case of a Borrowing in an Alternate Currency, the Approved Currency for such Borrowing. If no election as to the failure Type of Borrowing is specified with respect to a Borrowing of Dollar Denominated Loans made to U.S. Borrowers or to the Canadian Borrower, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any other Bank requested Eurocurrency Borrowing, EURIBOR Borrowing or a Term RFR Borrowing, then the Administrative Borrower on behalf of the applicable Borrower shall be deemed to make 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 applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made by such other Bank on as part of the date of any requested Borrowing.

Borrowing Procedure. To request Loans, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) Each Borrowing shall be made on ------------------- noticein the case of Eurocurrency Loans in dollars, given not later than (x) 11:00 A.M. (a.m., New York City time) on the third , three Business Day prior to Days before the date of the proposed Borrowing Borrowing, (ii) in the case of a Borrowing consisting of LIBO Rate Eurocurrency Loans or (y) in an Alternate Currency, not later than 11:00 A.M. (a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, (A) on the date of the proposed borrowing if the proposed borrowing is in an aggregate amount equal to or less than $20.0 million and (B) one Business Day before the date of the proposed borrowing if the proposed borrowing is in an aggregate amount in excess of $20.0 million. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the case requested borrowing is to be a borrowing of a Borrowing consisting of Base Rate Revolving Loans, by or Term Loans; (b) the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowingborrowing; (c) the date of such borrowing, and which shall be a Business Day; (ivd) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; SC1:3775857.9 LEGAL_US_E # 113365636.9 (e) in the case of a Borrowing consisting of LIBO Rate Eurocurrency Loans, the initial Interest Period for each such Loan. Each Bank shallto be applicable thereto, before 1:00 P.M. (New York City time) on which shall be a period contemplated by the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment definition of the applicable term “Interest Period”; (f) 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); (g) that the conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (bSections 4.02(b)-(d) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount have been satisfied as of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection the notice; and (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (ih) in the case of the BorrowerEurocurrency Loans in an Alternate Currency, the interest rate Alternate Currency for such Loans. If no election as to the Type of Loans is specified for Loans in dollars, then the requested borrowing shall be for ABR Loans. If no Interest Period is specified with respect to any requested Eurocurrency Loan, then Borrower shall be deemed to have selected an Interest Period of three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable at Lender of the time to Loans comprising such Borrowing details thereof and (ii) in of the case amount of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to make the Lender’s 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 requested Borrowing.

Borrowing Procedure. (a) Each Borrowing 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 shall be made on ------------------- notice, given upon prior written notice from the Borrower to the Agent in the form of Exhibit B hereto (the "Notice of Borrowing") delivered to the Agent not later than 12:00 noon (xHouston time) 11:00 A.M. (New York City timei) on the third Business Day prior to the date Borrowing Date, if such borrowing consists of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or Eurodollar Loans; and (y) 11:00 A.M. (New York City timeii) on the date of the proposed Borrowing in the case of a Borrowing consisting Date, if such borrowing consists of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") Borrowing shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested irrevocable and shall specify (i) date the amount of such Borrowing, the proposed borrowing and of each Loan comprising a part thereof; (ii) Type of Loans comprising such Borrowing, the Borrowing Date; (iii) aggregate amount the Type of such Borrowing, and Loan requested; (iv) in with respect to any Eurodollar Loan, the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for with respect to each such Loan. Each Bank shallLoan and the Expiration Date of each such Interest Period (provided, before 1:00 P.M. that there shall not be more than ten (New York City time10) on Interest Periods in effect at any one time under this Agreement); and (v) the date of such Borrowing make available for the demand deposit account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address Domestic Lending Office with which the proceeds of the borrowing are to be deposited. Promptly upon its receipt of a 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 confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent believes in good faith to have been given by the Borrower or for otherwise acting in good faith under this Section 10.22.2(a). (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time date of any Borrowing borrowing that such Bank will not make available to the Agent such Bank's ratable portion Pro Rata Percentage of such Borrowingborrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement.portion (dc) The failure of any Bank to make the Loan to be made by it as part of any Borrowing borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowingborrowing, 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 Borrowingborrowing.

Borrowing Procedure. (a) Each To request a Borrowing (subject to Section 2.17(e) with respect to European Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall be made on ------------------- noticedeliver, given by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Borrowing of Term SOFR Loans, not later than (x) 11:00 A.M. (12:00 noon, New York City time, three (3) on RFR Business Days before the third date of the proposed Borrowing, (ii) in the case of a EURIBOR Borrowing, not later 11:00 a.m. London time, three (3) Business Day prior to Days before the date of the proposed Borrowing, (iii) in the case of a Borrowing of RFR Loans (other than Term SOFR Loans), not later than 11:00 a.m. London time, five (5) RFR Business Days before the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Base Rate LoansBorrowing, initial Interest Period for each such Loan. Each Bank shallnot later than 12:00 noon, before 1:00 P.M. (New York City time) , on the date of such the proposed Borrowing. All Borrowing make available for Requests which are not made on-line via the account Administrative Agent’s electronic platform or portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its Applicable Lending Office sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process 150 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW (with results satisfactory to the Agent at Administrative Agent) prior to the Agent's Account, in same day funds, funding of any such Bank's ratable portion of such requested Borrowing. After Each Borrowing Request shall be irrevocable and shall specify the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth following information in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in compliance with Section 10.2.2.02: (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and Borrowing; (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 which shall be responsible a Business Day; (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K. Revolving Loans, German Revolving Loans or Swiss Revolving Loans; (iv) in the case of Dollar Denominated Loans, whether such Borrowing is to be (x) a Base Rate Borrowing or (y) a Term SOFR Borrowing; provided, that Base Rate Borrowings may only be made to U.S. Borrowers or to the Canadian Borrower; (v) (x) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S. Borrowers or the Canadian Borrower, and the names of the applicable Borrowers and (y) in the case of a German Revolving Loan or a Swiss Revolving Loan, the names of the applicable Borrowers; (vi) in the case of a EURIBOR Borrowing or a Term RFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated, as applicable, by the definition of the term “EURIBOR Interest Period” or “Term RFR Interest Period” (and shall not have been removed pursuant to Section 2.11(d)); (vii) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (viii) that the conditions set forth in Section 4.02(b) through (d) have been satisfied as of the date of the notice; and (ix) in the case of a Borrowing in an Alternate Currency, the Approved Currency for such Borrowing. If no election as to the failure Type of Borrowing is specified with respect to a Borrowing of Dollar Denominated Loans made to U.S. Borrowers or to the Canadian Borrower, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any other Bank requested EURIBOR Borrowing or Term RFR Borrowing, then the Administrative Borrower on behalf of the applicable Borrower shall be deemed to make 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 applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made by such other Bank on as part of the date of any requested Borrowing.. 151

Borrowing Procedure. (a) Each Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Term SOFR Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior upon Borrower’s irrevocable notice to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give to each Bank prompt notice thereof may be given by telecopier or telextelephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. (Dallas, Texas time) three U.S. Government Securities Business Days prior to the requested date of any Term SOFR Borrowing and on the requested date of any Base Rate Borrowing. Each telephonic notice by Borrower pursuant to this Section 2.01(b) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of ▇▇▇▇▇▇▇▇. Each Borrowing of, conversion to or continuation of a Term SOFR Borrowing shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.02(c) and Section 2.03(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to the Revolving Credit Availability. Each Borrowing Request (a "Notice of Borrowing"whether telephonic or written) shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested specify (i) date whether Borrower is requesting a Borrowing, a conversion of such BorrowingBorrowings from one Type to the other, or a continuation of Borrowings, (ii) Type the requested date of Loans comprising such the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) aggregate the principal amount of such BorrowingBorrowings to be borrowed, converted or continued, (iv) the Type of Borrowings to be borrowed or to which existing Borrowings are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (ivvi) the amount of the then effective Borrowing Base, the amount of the then effective Aggregate Elected Commitment Amounts, the current total Revolving Credit Exposure of the Lenders (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposure of the Lenders (giving effect to the requested Borrowing). If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the case applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing consisting of LIBO Rate Loansin any such Borrowing Request, initial but fails to specify an Interest Period, it will be deemed to have specified an Interest Period for each such Loanof one (1) month. Each Bank shallFor the avoidance of doubt, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment as of the applicable conditions set forth in Article IIIEffective Date, the Agent will make such funds only Type of Borrowings available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO are Term SOFR Borrowings and Base Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) 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 written notice in the form of Exhibit 2.2 annexed hereto, or by telephonic notice (a) Each Borrowing which notice shall be made on ------------------- noticeconfirmed in writing if the Agent so requests), given which notices will be irrevocable, to the Agent not later than (x) 11:00 A.M. (New York City 12:00 noon, Milwaukee time) , on the third Business Day prior to the date of the proposed Borrowing Date, or, in the case of a Borrowing consisting of LIBO an Adjusted LIBOR Rate Loans or Loan, not later than 10:30 a.m. (y) 11:00 A.M. (New York City Milwaukee time) on the date of three Business Days before the proposed Borrowing in Date. In the case event of a Borrowing consisting of Base Rate Loansany inconsistency between the telephonic notice and the written confirmation thereof, by the Borrower to the Agent, which shall give to each Bank prompt telephonic notice thereof by telecopier or telexwill control. Each such notice of a Borrowing (a "Notice of Borrowing") shall request will be effective upon receipt by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested Agent and will specify (i) date the amount and type of such Borrowing, the requested Loan; (ii) Type of Loans comprising such Borrowing, the proposed Borrowing Date; (iii) aggregate amount of whether such Borrowing, Loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of a Borrowing consisting of LIBO an Adjusted LIBOR Rate LoansLoan, initial the Interest Period for each therefor. Upon its receipt of such Loan. Each Bank shallnotice from the Company, before 1:00 P.M. the Agent shall give notice of such borrowing request to the other Banks not later than 1:30 p.m. (New York City Milwaukee time) on the date Borrowing Date. Each Bank shall have its respective portion of such Borrowing make the Loans available for the account of its Applicable Lending Office to the Agent at in Milwaukee in immediately available funds not later than 3:30 p.m., Milwaukee time, on the Agent's Account, in same day funds, such Bank's ratable portion of such BorrowingBorrowing Date. After the Agent's receipt of such funds and upon fulfillment Out of the applicable conditions set forth in Article IIIfunds received from each Bank for the making of the Loans hereunder, the Agent will make such funds available a Loan to the Borrower at the Agent's address referred to Company in Section 10.2. (b) Anything in subsection (a) above such amount on behalf of such Bank. Notes and other required documents delivered to the contrary notwithstandingAgent for the account of each Bank shall be promptly delivered to such Bank, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount or in accordance with instructions received from it, together with copies of such Borrowing is less than $5,000,000 or if other documents received in connection with the obligation of the Banks to make LIBO Rate Loans borrowing as such Bank shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) request. Unless the Agent shall have received notice from been notified by telephone, confirmed promptly thereafter in writing, by a Bank prior to the time of any not later than 3:30 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's ratable portion pro rata share of such Borrowingthe requested Loan, the Agent may assume that such Bank has made such portion amount available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 3.1 and the Agent mayand, in reliance upon such assumption, make available to the Borrower Company on such date Borrowing Date a corresponding amount. If and to the extent that such Bank Bank, without giving such notice, shall not have so made such ratable portion amount available to the Agent, such Bank and the Borrower Company severally agree 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 Borrower until Company to the date such amount is repaid to the Agent, at (i) in the case of the BorrowerCompany, the interest rate applicable at the time to Loans comprising such Borrowing Variable Rate, and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to Rate for each of the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. first three days (dor fraction thereof) 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 after the date of such Borrowing, but no Bank shall be responsible demand and the Variable Rate for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowingeach day (or fraction thereof) thereafter.

Borrowing Procedure. (a) Each Borrowing Loan to be made hereunder 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 A (with appropriate completions). Each borrowing of Loans hereunder shall be made on ------------------- notice, given not later than (x) 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 accordance with Agent’s Payment Instructions by 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Date as notified by Agent in the case of a Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Loans, by the Borrower funds immediately available to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article IIISection 3.1 and 3.2, Agent 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 any Loans made hereunder for the purpose of paying the purchase price of Cisco Products, (i) Agent will 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 funds Loans at the request of CSCC (through Agent) without being required to receive a notice of borrowing with respect thereto, provided that if Borrower provides written notice to Agent within 25 days after the invoice date that payment or performance due Cisco Systems is not then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, then clause (ii) of this section shall not apply and no such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Vendor and any other intended recipient, if any, of Loan proceeds (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 five Banking Days following the Borrower at requested Borrowing Date. All borrowings of Loans shall be subject to the Agent's address referred to in Section 10.2Funding Procedures and Policies, unless CSCC shall no longer act as Agent hereunder. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received receives notice from a Bank Lender on or prior to the time Closing Date or, with respect to any borrowing after the Closing Date, at least one Banking Day prior to the date of any Borrowing such borrowing, that such Bank Lender will not make available as and when required hereunder to Agent for the Agent such Bank's ratable portion account of such BorrowingBorrower the amount of that Lender’s Pro Rata Share of the borrowing, the Agent may assume that such Bank each Lender has made such portion amount available to the Agent in immediately available funds on the date of such Borrowing in accordance with subsection Date and Agent may (a) of this Section 3.1 and the Agent maybut shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank any Lender shall not have so made such ratable portion 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 Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, at the Federal Funds Rate for each day from the date during such amount is made available period. A notice of Agent submitted to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement.any (dc) The failure of any Bank Lender to make the any Loan to be made by it as part of on any Borrowing Date shall not relieve any other Bank Lender of its obligation, if any, any obligation hereunder to make its a Loan on the date of such BorrowingBorrowing Date, but no Bank Lender shall be responsible for the failure of any other Bank Lender to make the Loan to be made by such other Bank Lender on the date of any BorrowingBorrowing Date.

Borrowing Procedure. (a) Each In the case of other than Swing Line Loans, by delivering a Borrowing shall be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior Request to the date of Administrative Agent (or to the proposed Borrowing Other Currency Lender, in the case of a Other Currency Loans, who will then forward the Borrowing consisting of LIBO Rate Loans or (y) 11:00 A.M. (New York City timeRequest to the Administrative Agent) on the date of the proposed Borrowing or before 11:00 a.m. (which shall be London time, in the case of Other Currency Loans) on a Borrowing consisting Business Day, any Borrower may from time to time irrevocably request, (a) on the same Business Day's notice in the case of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt (b) on at least three Business Days' notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of LIBO Rate Loans denominated in Dollars and (c) on at least four Business Days notice in the case of LIBO Rate Loans denominated in any Other Currency, and in either case not more than five Business Days' notice, that a Borrowing consisting be made, in the case of LIBO Rate Loans, initial Interest Period for each such Loan. Each Bank shall, before 1:00 P.M. (New York City time) on in a minimum amount of the date Dollar Equivalent of such Borrowing make available for $10,000,000 and an integral multiple of the account Dollar Equivalent of its Applicable Lending Office to the Agent at the Agent's Account$1,000,000, in same day fundsthe case of Base Rate Loans, such Bank's ratable portion in a minimum amount of such Borrowing. After the Agent's receipt Dollar Equivalent of such funds $5,000,000 and upon fulfillment an integral multiple of the Dollar Equivalent of $500,000 or, in either case, in the unused amount of the applicable Commitment; provided, however, that all of the initial Loans on the U.K. Closing Date shall be made as Base Rate Loans. On the terms and subject to the conditions set forth of this Agreement, each Borrowing shall be comprised of the type of the Loans, and shall be made on the Business Day, specified in Article IIIsuch Borrowing Request. In the case of (x) other than Swing Line Loans denominated in Dollars, on or before 2:00 p.m. on such Business Day and (y) other than Swing Line Loans denominated in an Other Currency, by such time as the Administrative Agent may determine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment, each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent will shall make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above requesting such funds by wire transfer to the contrary notwithstanding, (i) the accounts such Borrower may not select LIBO Rate Loans for any shall have specified in its Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the Request. No Lender's obligation of the Banks to make LIBO Rate Loans any Loan shall then be suspended pursuant affected by any other Lender's failure to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall have received notice from a Bank prior to the time make any Loan. The Dollar Equivalent of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing Loan denominated in any Other Currency shall be determined in accordance with subsection (a) of this Section 3.1 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement2.9. (d) 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.