Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice by the applicable Borrower to the Administrative Agent (a "NOTICE OF BORROWING") received by the Administrative Agent: (i) in the case of a proposed Borrowing comprised of Prime Rate Advances or Base Rate Advances on the day of notice, given provided that notice is received by the Administrative Agent not later than 11:00 9:00 A.M. (Calgary local time) on the Business Day of such proposed Borrowing; (ii) in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, not later than 10:00 a.m. (Calgary local time) on the third Business Day prior to the date of the such proposed Borrowing Borrowing; and (iii) in the case of a proposed Borrowing consisting comprised of Eurodollar Rate B/A Advances, or not later than 9:30 A.M. 10:00 a.m. (Calgary local time) on the second Business Day prior to the date of the such proposed Borrowing in or, if such Borrowing shall include B/A Loans, on the case of a Borrowing consisting of Base Rate Advances, by the Borrower third Business Day prior to the Administrative Agent, which shall give to each Lender prompt written noticedate of such proposed Borrowing. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) Borrowing shall be by telecopy, telefax or other teletransmission or by telephone (and if by telephone, confirmed immediately in writingpromptly by telecopier, telefax or fax other teletransmission), in substantially the form of Exhibit A B hereto, specifying therein the requested (iw) Borrowing Date for date of such Borrowing, (iix) Type of Advances comprising such BorrowingBorrowing and, additionally, whether such Borrowing consists of Revolving Advances or Term Advances, (iiiy) aggregate amount of such Borrowing, and (ivz) in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, the initial Interest Period and currency for each such Advance, and in the case of a B/A Advance, the initial Contract Period for such B/A Advance. Promptly following receipt of the Notice of Borrowing (and in any event not later than 10:00 a.m. (Calgary local time) on the date of the proposed Borrowing), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Advance to be made as part of the requested Borrowing. Each Lender shall, before 12:00 noon 11:00 a.m. (Calgary local time) on the applicable Borrowing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent in care of its Payment Office, or at such other location designated by notice from the Agent’s AccountAdministrative Agent to the Lenders pursuant to Section 9.02, in same day funds, such Lender’s 's ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After Immediately after the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, but no later than 12:00 noon (Calgary local time) on the same date the Administrative Agent will promptly make such funds available to the applicable Borrower in such manner as at the Borrower shall have specified in the applicable Notice Payment Office of Borrowing and as shall be reasonably acceptable to the Administrative Agent, or at any account of the applicable Borrower maintained by the Administrative Agent (or any successor Administrative Agent) designated by the applicable Borrower and agreed to by the Administrative Agent (or such successor Administrative Agent), in same day funds. (b) Anything in subsection (a) above If no election as to the contrary notwithstandingType or duration of Advance is specified, then the requested Advance shall be a Prime Rate Advance (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(fdenominated in Cdn. Dollars) or 2.16a Base Rate Advance (if denominated in U.S. Dollars). If no currency is specified, and (ii) there the Advance shall be not more than 20 Borrowings at any one time outstandingdenominated in Cdn. Dollars. (c) Each Notice of Borrowing shall be irrevocable and binding on the applicable Borrower. In the case of any Borrowing that which the related Notice of Borrowing specifies specified is to comprise be comprised of Eurodollar Rate Advances, if such Advances are not made as a result of any failure to fulfill on or before the date specified for such Borrowing the applicable conditions set forth in Article 3, the applicable Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of such failure, including any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateBorrowing. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to the date of any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part 's ratable portion of the Borrowing to be made on such Borrowing DateBorrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing Date in accordance with subsection subsections (a) and (c) of this Section 2.02, 2.02 and the Administrative Agent may (but it shall not be required to)may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance ratable portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, amount together with interest thereon, for each day from the date such amount is made available to the applicable 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 Advances comprising Prime Rate for such Borrowing and (ii) in the case of such Lender, the Federal Funds Rateday. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s 's Advance to the applicable Borrower as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect to a Swingline AdvancesLoan) shall be in an amount requested by facsimile notice given by the Applicable Borrower to the Administrative Agent not less later than $10,000,000 10:00 a.m. (London time) three (3) Business Days prior to the proposed Borrowing Date (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate the initial Advances, or not later than 9:30 A.M. on the date such lesser number of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower days to which the Administrative Agent, which shall give to each Lender prompt written noticeAgent may agree). Each such notice of a Borrowing under pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A 2.02 hereto, specifying therein the proposed Borrowing Date, aggregate amount of the proposed Borrowing and the Interest Period and Agreed Currency applicable thereto for each such Advance, and shall include such information as shall be required by Section 8.01(h). If no currency is specified with respect to any requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such then the Applicable Borrower shall be deemed to have selected Euro. If no Interest Period is specified with respect to any requested Borrowing, then the Applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall in turn promptly notify each Bank by telephone (iiito be confirmed immediately in writing) or facsimile of the date, applicable interest rate, applicable Agreed Currency and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shallBank, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office Office, shall, before 12:00 Noon (London time) on the Borrowing Date specified in the notice received from the Administrative Agent pursuant to the preceding sentence, deposit such Bank’s ratable portion of such Borrowing in such funds as then may be customary for the settlement of transactions in such Agreed Currency to the Administrative Agent at in accordance with those instructions stipulated on any given drawdown request by the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIVI, the Administrative Agent will promptly shall make same day funds in the amount of such funds available to the Applicable Borrower in such manner as by 2:00 p.m. (London time) on the date of Borrowing, at the account specified by the Applicable Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than Except as otherwise provided in Section 2.02(b) or Section 2.03(a) and except with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (orAdvances made pursuant to Section 2.03(c), if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each each Revolving Credit Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 (x) 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Dollars, (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or not later than 9:30 A.M. (z) 12:00 noon (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the any Borrower to the Administrative Agent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender prompt written noticenotice thereof by facsimile. Each such notice of a Revolving Credit Borrowing under this Section 2.02 (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in writing, or fax facsimile in substantially the form of Exhibit A B hereto, specifying therein the requested (i) Borrowing Date for date of such Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurodollar Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance; provided, however, that if any such notice shall fail to specify a currency, Dollars shall be deemed to have been specified. Each Lender shall, before 12:00 noon 2:00 P.M. (New York City time) on the applicable date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing Dateconsisting of Revolving Credit Advances denominated in Dollars, and before 4:00 P.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateRevolving Credit Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the applicable Borrower requesting the Revolving Credit Borrowing at the Agent’s address referred to in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date 9.02 or, in the case of a Base Rate AdvanceRevolving Credit Borrowing in a Committed Currency, prior at the applicable Payment Office, as the case may be; provided, however, that the Agent shall first make a portion of such funds equal to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 aggregate principal 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be Swing Line Advances made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance the Swing Line Banks and outstanding on the date of such Revolving Credit Borrowing, but no Lender shall be responsible plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Banks for the failure repayment of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingSwing Line Advances.

Making the Advances. (a) Each Borrowing (other than with respect Revolving Credit Borrowing, each conversion of Revolving Credit Advances from one Type to Swingline Advances) shall be in an amount not less than $10,000,000 (orthe other, if less, the Available Commitments at such time) or an integral multiple and each continuation of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) Term SOFR Loans shall be made on noticeupon the applicable Borrower’s irrevocable notice to the Agent, which may be given by (x) telephone or (y) a Committed Advance Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Agent of a Committed Advance Notice. Each such Committed Advance Notice must be received by the Agent not later than 11:00 A.M. on the third a.m. (i) three Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Advances, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a minimum principal amount of $2,500,000. Except as provided in Sections 2.02(c), 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Advances shall be in a minimum principal amount of $500,000. Each Committed Advance Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing , a conversion of Revolving Credit Advances from one Type to the other, or a continuation of a Term SOFR Advance, (ii) the requested date of the proposed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Advances to be borrowed, converted or continued, (iv) the Type of Advances to be borrowed or to which existing Revolving Credit Advances are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of Advance in a Committed Advance Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Advances shall be made as, or converted to, a Base Rate Advance. Any such automatic conversion to Base Rate Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Advances. If a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Advances in any such Committed Advance Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Advance Notice, the Agent shall promptly notify each Lender of the amount of its Commitment Percentage of the applicable Revolving Credit Advances, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Advances as described in Section 2.02(a). In the case of a Borrowing consisting Revolving Credit Borrowing, each appropriate Lender shall make the amount of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower its Advance available to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the Agent through its applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent in Same Day Funds at the Agent’s Account, Office not later than 2:00 p.m. on the Business Day specified in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Dateapplicable Committed Advance Notice. After the Administrative Agent’s receipt of such funds and upon fulfillment Upon satisfaction of the applicable conditions set forth in Article IIISection 5.03 (and, if such Borrowing is the initial Credit Extension hereunder, Section 5.01 and 5.02), the Administrative Agent will promptly shall make such all funds so received available to the applicable Borrower in like funds as received by the Agent either by (i) crediting the account of such manner as Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Agent by such Borrower; provided, however, that if, on the date the Committed Advance Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding (and the Lead Borrower shall have specified in been notified of such L/C Borrowings), then the applicable Notice proceeds of Borrowing and as such Borrowing, first, shall be reasonably acceptable applied to the Administrative Agent. (b) Anything payment in subsection (a) above full of any such L/C Borrowings, and, second, shall be made available to the contrary notwithstanding, (i) the Lead Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstandingas provided above. (c) Each Notice During the existence of Borrowing shall an Event of Default no Revolving Credit Advances may be irrevocable and binding on requested as, converted to or continued as Term SOFR Loans without the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason consent of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateMajority Lenders. (d) Unless the Administrative The Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in promptly notify the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, applicable Borrower and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Lenders of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case any Interest Period for Term SOFR Loans upon determination of such Lenderinterest rate. At any time that Base Rate Loans are outstanding, the Federal Funds Rate. If such Lender Agent shall repay to notify the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lenderapplicable Borrower(s) and the Lenders of any change in Bank of America’s Advance as part prime rate used in determining the Base Rate promptly following the public announcement of such Borrowing for purposes of this Agreementchange. (e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Advances from one Type to the other, and all continuations of Revolving Credit Advances as the same Type, there shall not be more than ten Interest Periods in effect. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Advances in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Lead Borrower, the Agent, and such Lender. (g) The failure Agent, the Lenders, the Swing Line Lender and the Issuing Banks shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the Issuing Banks and the Borrowers and each Lender and Issuing Bank shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Lead Borrower and shall constitute a Base Rate Advance and an Obligation and shall be repaid by the Lead Borrower in accordance with the provisions of Section 2.07. The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Advance Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.04 regarding the Lenders’ obligations to be made by it as part purchase participations with respect to Letter of Credits or of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Lender shall have the right to, or shall, bring any claim of any Borrowing shall not relieve any other Lender kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure amount of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingOveradvance(s).

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be Except as otherwise provided in an amount not less than $10,000,000 (or, if less, the Available Commitments at such timeSection 2.02(b) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each 2.13, each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. (Providence, Rhode Island time) on the third Business Day in the case of a Eurodollar Rate Advance, the second Business Day in the case of a CD Rate Advance or the first Business Day in the case of a Base Rate Advance, in each case prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written noticenotice thereof by telex, telecopier or cable. Each such notice of a Borrowing under this Section 2.02 (a “"Notice of Borrowing”") shall be by telephonetelex, telecopier or cable, confirmed immediately in writing, or fax in substantially the form of Exhibit A B hereto, specifying therein the requested (i) Borrowing Date for date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing an Advance consisting of Eurodollar Rate Advances or CD Rate Advances, the initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances or CD Rate Advances, the Agent shall promptly notify each Lender of the applicable interest rate under Section 2.06(a)(ii) or (iii). Each Lender shall, before 12:00 noon 11:00 A.M. (Providence, Rhode Island time) on the applicable Borrowing Datedate of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s 's Account, in same day funds, such Lender’s 's ratable portion of the Borrowing to be made on such Borrowing Datein accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on by crediting the Borrower's Account. In No Advance may be used for the case purpose of repaying or prepaying any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, except that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to Revolving Advances may be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such Lender and the Borrower severally agree used 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementoutstanding Swing Line Advances. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Eurodollar Rate Advances (other than Swingline or Base Rate Advances) of , at the same Type Borrower’s option, made on the same day by the Lenders ratably according to their respective Commitment Percentages; provided that, if a Eurodollar Rate Advance is unavailable under Section 2.08 or 2.12, such Borrowing shall consist of Base Rate Advances. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. 1:00 P.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 Eurodollar Rate Advances, or not later than 9:30 A.M. 12:00 noon (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing DateDate with respect to a Eurodollar Rate Advance and before 2:00 P.M. on the applicable Borrowing Date with respect to a Base Rate Advance, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c2.08(b), 2.12(f2.08(e) or 2.162.12, and (ii) there shall not be not more than 20 ten Borrowings consisting of Eurodollar Rate Advances outstanding at any one time outstandingtime. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IIISection 3.02, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax in writing from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect Revolving Credit Borrowing, each conversion of Revolving Credit Advances from one Type to Swingline Advances) shall be in an amount not less than $10,000,000 (orthe other, if less, the Available Commitments at such time) or an integral multiple and each continuation of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) Eurocurrency RateTerm SOFR Loans shall be made on noticeupon the applicable Borrower’s irrevocable notice to the Agent, which may be given by (x) telephone or (y) a Committed Advance Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Agent of a Committed Advance Notice. Each such Committed Advance Notice must be received by the Agent not later than 11:00 A.M. on the third a.m. (i) three Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency RateTerm SOFR Advances, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurocurrency RateTerm SOFR Loans shall be in a minimum principal amount of $2,500,000. Except as provided in Sections 2.02(c), 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Advances shall be in a minimum principal amount of $500,000. Each Committed Advance Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Advances from one Type to the other, or a continuation of Eurocurrency Ratea Term SOFR Advance, (ii) the requested date of the proposed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Advances to be borrowed, converted or continued, (iv) the Type of Advances to be borrowed or to which existing Revolving Credit Advances are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of Advance in a Committed Advance Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Advances shall be made as, or converted to, a Base Rate Advance. Any such automatic conversion to Base Rate Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency RateTerm SOFR Advances. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency RateTerm SOFR Advances in any such Committed Advance Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Advance Notice, the Agent shall promptly notify each Lender of the amount of its Commitment Percentage of the applicable Revolving Credit Advances, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Advances as described in Section 2.02(a). In the case of a Borrowing consisting Revolving Credit Borrowing, each appropriate Lender shall make the amount of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower its Advance available to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the Agent through its applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent in Same Day Funds at the Agent’s Account, Office not later than 2:00 p.m. on the Business Day specified in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Dateapplicable Committed Advance Notice. After the Administrative Agent’s receipt of such funds and upon fulfillment Upon satisfaction of the applicable conditions set forth in Article IIISection 5.03 (and, if such Borrowing is the initial Credit Extension hereunder, Section 5.01 and 5.02), the Administrative Agent will promptly shall make such all funds so received available to the applicable Borrower in like funds as received by the Agent either by (i) crediting the account of such manner as Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Agent by such Borrower; provided, however, that if, on the date the Committed Advance Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding (and the Lead Borrower shall have specified in been notified of such L/C Borrowings), then the applicable Notice proceeds of Borrowing and as such Borrowing, first, shall be reasonably acceptable applied to the Administrative Agent. (b) Anything payment in subsection (a) above full of any such L/C Borrowings, and, second, shall be made available to the contrary notwithstanding, (i) the Lead Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstandingas provided above. (c) Each Notice During the existence of Borrowing shall an Event of Default no Revolving Credit Advances may be irrevocable and binding on requested as, converted to or continued as Eurocurrency RateTerm SOFR Loans without the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason consent of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateMajority Lenders. (d) Unless the Administrative The Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in promptly notify the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, applicable Borrower and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Lenders of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case any Interest Period for Eurocurrency RateTerm SOFR Loans upon determination of such Lenderinterest rate. At any time that Base Rate Loans are outstanding, the Federal Funds Rate. If such Lender Agent shall repay to notify the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lenderapplicable Borrower(s) and the Lenders of any change in Bank of America’s Advance as part prime rate used in determining the Base Rate promptly following the public announcement of such Borrowing for purposes of this Agreementchange. (e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Advances from one Type to the other, and all continuations of Revolving Credit Advances as the same Type, there shall not be more than ten Interest Periods in effect. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Advances in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Lead Borrower, the Agent, and such Lender. (g) The failure Agent, the Lenders, the Swing Line Lender and the Issuing Banks shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the Issuing Banks and the Borrowers and each Lender and Issuing Bank shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Lead Borrower and shall constitute a Base Rate Advance and an Obligation and shall be repaid by the Lead Borrower in accordance with the provisions of Section 2.07. The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Advance Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.04 regarding the Lenders’ obligations to be made by it as part purchase participations with respect to Letter of Credits or of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Lender shall have the right to, or shall, bring any claim of any Borrowing shall not relieve any other Lender kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure amount of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingOveradvance(s).

Making the Advances. (a) Each Borrowing (other than with respect Revolving Credit Borrowing, each conversion of Revolving Credit Advances from one Type to Swingline Advances) shall be in an amount not less than $10,000,000 (orthe other, if less, the Available Commitments at such time) or an integral multiple and each continuation of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) Eurocurrency Rate Loans shall be made on noticeupon the applicable Borrower’s irrevocable notice to the Agent, which may be given by (x) telephone or (y) a Committed Advance Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Agent of a Committed Advance Notice. Each such Committed Advance Notice must be received by the Agent not later than 11:00 A.M. on the third a.m. (i) three Business Day Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Advances, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,500,000. Except as provided in Sections 2.02(c), 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Advances shall be in a minimum principal amount of $500,000. Each Committed Advance Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Advances from one Type to the other, or a continuation of Eurocurrency Rate Advance, (ii) the requested date of the proposed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Advances to be borrowed, converted or continued, (iv) the Type of Advances to be borrowed or to which existing Revolving Credit Advances are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of Advance in a Committed Advance Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Advances shall be made as, or converted to, a Base Rate Advance. Any such automatic conversion to Base Rate Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Advances. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Advances in any such Committed Advance Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Committed Advance Notice, the Agent shall promptly notify each Lender of the amount of its Commitment Percentage of the applicable Revolving Credit Advances, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Advances as described in Section 2.02(a). In the case of a Borrowing consisting Revolving Credit Borrowing, each appropriate Lender shall make the amount of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower its Advance available to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the Agent through its applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent in Same Day Funds at the Agent’s Account, Office not later than 2:00 p.m. on the Business Day specified in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Dateapplicable Committed Advance Notice. After the Administrative Agent’s receipt of such funds and upon fulfillment Upon satisfaction of the applicable conditions set forth in Article IIISection 5.03 (and, if such Borrowing is the initial Credit Extension hereunder, Section 5.01 and 5.02), the Administrative Agent will promptly shall make such all funds so received available to the applicable Borrower in like funds as received by the Agent either by (i) crediting the account of such manner as Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Agent by such Borrower; provided, however, that if, on the date the Committed Advance Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding (and the Lead Borrower shall have specified in been notified of such L/C Borrowings), then the applicable Notice proceeds of Borrowing and as such Borrowing, first, shall be reasonably acceptable applied to the Administrative Agent. (b) Anything payment in subsection (a) above full of any such L/C Borrowings, and, second, shall be made available to the contrary notwithstanding, (i) the Lead Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstandingas provided above. (c) Each Notice During the existence of Borrowing shall an Event of Default no Revolving Credit Advances may be irrevocable and binding on requested as, converted to or continued as Eurocurrency Rate Loans without the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason consent of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateMajority Lenders. (d) Unless the Administrative The Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in promptly notify the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, applicable Borrower and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Lenders of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case any Interest Period for Eurocurrency Rate Loans upon determination of such Lenderinterest rate. At any time that Base Rate Loans are outstanding, the Federal Funds Rate. If such Lender Agent shall repay to notify the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lenderapplicable Borrower(s) and the Lenders of any change in Bank of America’s Advance as part prime rate used in determining the Base Rate promptly following the public announcement of such Borrowing for purposes of this Agreementchange. (e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Advances from one Type to the other, and all continuations of Revolving Credit Advances as the same Type, there shall not be more than ten Interest Periods in effect. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Advances in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Lead Borrower, the Agent, and such Lender. (g) The failure Agent, the Lenders, the Swing Line Lender and the Issuing Banks shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result. The Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the Issuing Banks and the Borrowers and each Lender and Issuing Bank shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Lead Borrower and shall constitute a Base Rate Advance and an Obligation and shall be repaid by the Lead Borrower in accordance with the provisions of Section 2.07. The making of any such Permitted Overadvance on any one occasion shall not obligate the Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Advance Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.04 regarding the Lenders’ obligations to be made by it as part purchase participations with respect to Letter of Credits or of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Agent shall have no liability for, and no Loan Party or Lender shall have the right to, or shall, bring any claim of any Borrowing shall not relieve any other Lender kind whatsoever against the Agent with respect to Unintentional Overadvances regardless of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure amount of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingOveradvance(s).

Making the Advances. (a) Each Borrowing (other than with respect Subject to Swingline Advances) shall be the terms and conditions of this Agreement, a Borrower may obtain Advances in an the principal amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 or higher integral multiples of $100,000 or the equivalent thereof in excess thereof an Optional Currency from the Banks from time to time from and after the date hereof, but not after the Commitment Expiry Date up to a maximum aggregate amount outstanding (after giving effect to all Advances requested) at any one time equal to the lesser of (a) the Total Commitment or (b) the Borrowing Base. (b) Whenever a Borrower desires and is entitled hereunder to receive any Advance, the Borrower shall consist notify the Agent in writing in the case of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given a Base Rate Advance not later than 11:00 A.M. 10:00 a.m., Boston time, on the third Business Day prior to the date of the proposed Borrowing Advance or in the case of a Borrowing consisting of Eurodollar CD Rate Advances, or Advance not later than 9:30 A.M. on the date of 10:00 a.m. Boston time, three (3) Business Days prior to the proposed Borrowing Date with respect to such Advance, or in the case of a Borrowing consisting of Base Eurodollar Rate AdvancesAdvance not later than 10:00 a.m., by the Borrower Boston time, five (5) Business Days prior to the Administrative AgentRate-fixing Day with respect to such Advance, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) the Borrowing Date for (which must be a Business Day) and the amount of such BorrowingAdvance, stated either in Dollars or, subject to Section 2.7 hereof, in an Optional Currency, (ii) Type with respect to a CD Rate Advance or a Eurodollar Rate Advance, the initial Interest Period of Advances comprising such BorrowingAdvance, and (iii) aggregate amount the Borrower's bank account to which payment of such Borrowingthe proceeds thereof is to be made. The Agent will give the Banks prompt notice of each notice of borrowing, and (iv) which in the case of a Borrowing consisting of Eurodollar Rate Advances, Advance shall be at least four Business Days prior to the initial Interest Period for each date of such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstandingof each other notice received from the Borrowers hereunder. (c) Each Notice of If, on or prior to the Borrowing shall be irrevocable and binding on the Borrower. In the case Date of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advancesrequested Advance, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified Total Commitment has not terminated in such Notice of Borrowing for such Borrowing full and the applicable conditions set forth in Article IIIof Section 3 hereof are satisfied, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason the Banks will advance to the Borrower making the request their respective Commitment Percentages of the liquidation requested Advance by credit to the Borrower's specified account with the Agent or reemployment of deposits or other funds acquired by such Lender to fund other means as agreed upon by the Advance to be made by such Lender as part Borrower and the Agent in immediately available funds not later than the close of business on such Borrowing when such Advance, as a result of such failure, is not made on such dateDate. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender Bank to make the Advance to be made by it as part its pro rata share of any Borrowing Advance shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its pro rata share of an Advance on the date of such Borrowingproposed Borrowing Date, but no Lender Bank shall be responsible for the failure of any the other Lender Bank to make the part of the Advance to be made by such other Lender Bank on the date Borrowing Date. (e) The obligations of the Company to repay all amounts borrowed by it hereunder, all interest thereon and all fees and other amounts payable by it in respect thereto shall be evidenced by this Agreement and by individual loan accounts (collectively, the "Loan Accounts" and individually, a "Loan Account") maintained by each of the Banks, it being the intention of the parties hereto that the Company's obligation with respect to its Loan are to be evidenced only as stated herein and not by separate promissory notes. Each Bank shall render to the Company and the Agent, on or before the fifth Business Day of each calendar quarter, a statement of its Loan Account as of the last day of the prior calendar quarter, which statement shall, in the absence of manifest error, be considered correct and binding upon the Company unless the Company notifies such Bank and the Agent to the contrary within 45 days from the receipt of such statement; provided that the failure of any BorrowingBank to render any such statement in a timely fashion shall not affect or impair the validity or binding nature of any Loan Account. (f) The obligations of each Borrowing Subsidiary to repay all amounts borrowed by it under this Agreement, all interest thereon and all fees and other amounts payable by it in respect thereto shall be evidenced by its promissory notes, substantially in the form of Exhibit C hereto, appropriately completed (collectively, the "Notes" and individually, a "Note") dated the applicable Borrowing Date and payable severally to the order of each of the Banks in a principal amount equal to such Bank's Commitment Percentage of the Total Commitment.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) Advance shall be made on noticenotice given, given with respect to any proposed Base Rate Advance not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day of the proposed Advance and with respect to any proposed Eurodollar Rate Advance or any proposed Reference Rate Advance not later than 12:00 noon (New York City time) three Business Days prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvance, by or on behalf of the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A heretoBank, specifying therein the requested (i) Borrowing Date for date and amount thereof and selecting the interest rate therefor pursuant to Section 2.7 and, if such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of Advance is to be a Borrowing consisting of Eurodollar Rate AdvancesAdvance or a Reference Rate Advance, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon Not later than 2:00 p.m. (New York City time) on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt date of such funds Advance and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent Bank will promptly make such funds Advance available to the Borrower in such manner as same day funds at the Borrower shall have specified Bank's address referred to in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative AgentSection 8.2. (b) Anything in subsection (a) above Any other provision of this Agreement to the contrary notwithstanding, (i) the Borrower may not select the Eurodollar Rate Advances or the Reference Rate for any Borrowing Advance if the principal amount of such Advance is less than $2,500,000.00, unless, on the date of such Eurodollar Rate Advance or such Reference Rate Advance, as the case may be, the Borrower also Converts one or more Advances pursuant to Section 2.14 into an Advance of the same Type and having the same Interest Period as such Eurodollar Rate Advance or such Reference Rate Advance and the aggregate amount of such Borrowing Advances so made and Converted on such date is not less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding2,500,000.00. (c) Each Notice notice from or on behalf of Borrowing the Borrower to the Bank requesting an Advance shall be irrevocable and binding on the Borrower. In the case of If any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against Advance or any loss, cost or expense incurred by such Lender Reference Rate Advance is not made as a result of any failure to fulfill the applicable conditions to such Advance set forth in Article III on or before the date for such Advance specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost notice from or expense incurred by reason on behalf of the liquidation or reemployment of deposits or other funds acquired by such Lender Borrower to fund the Advance to be made by such Lender as part of such Borrowing when Bank requesting such Advance, as a result of such failure, is not made on such date. (d) Unless then the Administrative Agent Borrower shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior pay to the time of BorrowingBank, that such Lender will not make available upon demand by the Bank, an amount equal to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection difference (aif a positive number) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 obtained by subtracting (i) the amount of interest that would have accrued on such Advance at an interest rate per annum equal to the rate of interest per annum at which deposits in United States dollars are offered by the principal office of the Bank in London, England, to prime banks in the case London interbank market at 11:00 a.m. (London time) on the date for such Advance specified in the notice from or on behalf of the Borrower, Borrower to the interest rate applicable at Bank requesting such Advance in an amount substantially equal to such Advance and for a period equal to the time Interest Period specified in the notice from or on behalf of the Borrower to Advances comprising the Bank requesting such Borrowing and Advance from (ii) the amount of interest that would have accrued on such Advance at the Eurodollar Rate [*] percent ([*]%) per annum or the Reference Rate [*] percent (*%) per annum, as the case may be, that would have been applicable to such Advance during the Interest Period for such Advance specified in the case notice from or on behalf of such Lender, the Federal Funds Rate. If such Lender shall repay Borrower to the Administrative Agent Bank requesting such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this AgreementAdvance. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than Except as otherwise provided in Section 2.02(b) or Section 2.03(a) and except with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (orAdvances made pursuant to Section 2.03(c), if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each each Revolving Credit Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 (x) 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar Eurocurrency Rate AdvancesAdvances denominated in Dollars, (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, or not later than 9:30 A.M. (z) 12:00 noon (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the any Borrower to the Administrative Agent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give to each Lender prompt written noticenotice thereof by facsimile. Each such notice of a Revolving Credit Borrowing under this Section 2.02 (a “"Notice of Revolving Credit Borrowing”") shall be by telephone, confirmed immediately in writing, or fax facsimile in substantially the form of Exhibit A B hereto, specifying therein the requested (i) Borrowing Date for date of such Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurodollar Eurocurrency Rate Advances, the initial Interest Period and currency for each such Advance; provided, however, that if any such notice shall fail to specify a currency, Dollars shall be deemed to have been specified. Each Lender shall, before 12:00 noon 2:00 P.M. (New York City time) on the applicable date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing Dateconsisting of Revolving Credit Advances denominated in Dollars, and before 4:00 P.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Agent’s 's Account, in same day funds, such Lender’s 's ratable portion of the Borrowing to be made on such Borrowing DateRevolving Credit Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the applicable Borrower requesting the Revolving Credit Borrowing at the Agent's address referred to in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date 9.02 or, in the case of a Base Rate AdvanceRevolving Credit Borrowing in a Committed Currency, prior at the applicable Payment Office, as the case may be; provided, however, that the Agent shall first make a portion of such funds equal to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 aggregate principal 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be Swing Line Advances made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance the Swing Line Banks and outstanding on the date of such Revolving Credit Borrowing, but no Lender shall be responsible plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Banks for the failure repayment of any other Lender to make the Advance to be made by such other Lender on the date of any BorrowingSwing Line Advances.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) under Section 2.01 shall be made on notice, given not later than 11:00 A.M. (x) 12:00 noon on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting to be comprised of Eurodollar Term SOFR Rate Advances, or not later than 9:30 A.M. (y) 12:00 noon on the first U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting to be comprised of Daily Simple SOFR Rate Advances or (z) 12:00 noon on the Business Day of the proposed Borrowing in the case of a Borrowing to be comprised of Alternate Base Rate Advances, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each with a Commitment for the Class of Advances requested in such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) prompt notice thereof. Each such Notice of Borrowing shall be by written notice (or by telephone, confirmed immediately promptly in writing, or fax ) in substantially the form of Exhibit A B hereto, specifying therein the requested (i) Borrowing Date for date of such Borrowing, (ii) [reserved], (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, (v) remittance instructions, and (ivvi) in the case of a any such Borrowing consisting of Eurodollar Term SOFR Rate Advances, the initial Interest Period for each such Advance; provided that any Notice of Borrowing submitted with respect to an Advance to be made on the Closing Date shall be accompanied by a funding indemnity letter in form and substance satisfactory to the Administrative Agent. If no election as to Type of Advances comprising such Borrowing is specified in any such Notice of Borrowing, then such Advances shall be Daily Simple SOFR Rate Advances. If no Interest Period with respect to Term SOFR Rate Advances is specified in any such Notice of Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month duration. Each Lender shallwith a Commitment for the Class of Advances requested in the Notice of Borrowing shall on the date of such Borrowing, before 12:00 noon on noon, in the applicable case of a Borrowing Dateto be comprised of Term SOFR Rate Advances or Daily Simple SOFR Rate Advances, and before 2:00 p.m., in the case of a Borrowing to be comprised of Alternate Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the applicable Borrower in such the manner as specified by the applicable Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent.Borrowing. 14520081v8 (ba) Anything in subsection (a) above this Section 2.02 to the contrary notwithstanding, (i) the no Borrower may not select Eurodollar Term SOFR Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Term SOFR Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) 2.09 or 2.16Section 2.13, and (ii) there shall the Term SOFR Rate Advances made pursuant to this Section 2.02 may not be not outstanding as part of more than 20 Borrowings at any one time outstandingtwelve separate Borrowings. (cb) Each Notice of Borrowing shall be irrevocable and binding on the applicable Borrower. In the case of any Borrowing , except that the related a Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, in connection with any transaction not prohibited under this Agreement may be conditioned on the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part closing of such Borrowing when such Advancetransaction (but, as a result for the avoidance of such failuredoubt, is not made on such dateshall remain subject to Section 2.23). (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ec) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each The initial Borrowing under the Facility shall be made by TRS, in an aggregate principal amount equal to $300,000,000, and the Advances to be made by each Lender as part of such initial Borrowing shall be made on the Closing Date. Not later than 12:00 Noon (other than New York time) at least 3 Business Days prior to the anticipated Closing Date, the Borrower shall give the Administrative Agent notice requesting such initial Borrowing on the Closing Date and specifying the Type of Advances to be made (which, with respect to Swingline Advances) the initial Borrowing on the Closing Date, shall be in an amount not less than $10,000,000 (oreither Eurodollar Rate Advances or Alternate Base Rate Advances), and if lesssuch Advances are to be Eurodollar Rate Advances, the Available Commitments at initial Interest Period for such time) or an integral multiple of $1,000,000 in excess thereof and Advances, which notice the Administrative Agent shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according promptly give to their respective Commitment Percentageseach Lender. Each Borrowing (other than with respect to Swingline Advances) made after the Closing Date shall be made on notice, given not later than 11:00 A.M. (x) 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting to be comprised of Eurodollar Rate Advances, or not later than 9:30 A.M. (y) 12:00 Noon (New York City time) on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting to be comprised of Alternate Base Rate Advances, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt written noticenotice thereof. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax telecopier or telex in substantially the form of Exhibit A B hereto, specifying therein the requested (i) Borrowing Date for date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) remittance instructions, and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. If no election as to Type of Advances comprising such Borrowing is specified in any such Notice of Borrowing, then such Advances shall be Alternate Base Rate Advances. If no Interest Period with respect to Eurodollar Rate Advances is specified in any such Notice of Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month duration. (b) At any time during the period from the Closing Date to but excluding the Termination Date, a Borrower may, as set forth in this subsection (b) request that the Administrative Agent provide a Quoted Rate for a proposed Borrowing of Quoted Rate Advances. When a Borrower wishes to make such a request, it shall give the Administrative Agent notice (a “Quoted Rate Request”) so as to be received no later than 11:00 a.m. (New York time) four (4) Business Days prior to the proposed date of a Borrowing of Quoted Rate Advances. Each Quoted Rate Request shall be substantially in the form of Exhibit B-2 hereto and shall specify (i) the proposed date of the Borrowing of such Quoted Rate Advances, (ii) the aggregate amount of such Borrowing of Quoted Rate Advances, and (iii) the duration of the Interest Period applicable thereto. If no Interest Period is specified in any such Quoted Rate Request, then the applicable Borrower shall be deemed to have requested an Interest Period having the minimum duration specified in clause (v) of the definition of Interest Period. Upon receipt of a Quoted Rate Request from a Borrower, the Administrative Agent shall (i) when available on the same Business Day as such Quoted Rate Request is made by such Borrower, provide such Borrower with a non-binding indicative Quoted Rate and (ii) no later than 11:00 a.m. (New York City time) on the next Business Day after receipt of a Quoted Rate Request (or such later date as the applicable Borrower may specify in the Quoted Rate Request), notify the applicable Borrower in writing of the proposed Quoted Rate (a “Quoted Rate Quote”) in substantially the form attached hereto as Exhibit B-3, in each case for the Interest Period applicable to the requested Quoted Rate Advances, and in the case of the Quoted Rate Quote, the Administrative Agent shall provide copies to each Lender. The applicable Borrower must decline or accept a proposed Quoted Rate quoted by the Administrative Agent by notifying the Administrative Agent in writing (a “Quoted Rate Acceptance”) not later than 12:00 Noon (New York City time) on the same Business Day that it received the proposed Quoted Rate from the Administrative Agent, and in the case of an acceptance, providing remittance instructions for the Quoted Rate Advances for which the Quoted Rate has been given; provided that if no written notification is received by such time, the applicable Borrower shall be deemed to have declined the proposed Quoted Rate.Each Quoted Rate Acceptance shall be substantially in the form of Exhibit B-4 hereto. An acceptance of a Quoted Rate by the applicable Borrower shall be deemed to be a notice of borrowing for Quoted Rate Advances (a “Notice of Quoted Rate Borrowing”) to be made on the proposed date, and in the amount, for the proposed Borrowing of Quoted Rate Advances specified in the Quoted Rate Request in respect of which such Quoted Rate has been provided, with an Interest Period of the duration specified in such Quoted Rate Request. If the applicable Borrower accepts a proposed Quoted Rate for the requested Interest Period, then the Administrative Agent shall confirm with the applicable Borrower in writing not later than 1:00 p.m. on same Business Day that such Borrower accepts a proposed Quoted Rate the agreed upon Quoted Rate, with copies of such confirmation to each Lender. Once a proposed Quoted Rate has been accepted by the applicable Borrower and confirmed as set forth herein, the Quoted Rate for the applicable Interest Period in respect of the aggregate principal amount of the Borrowing of Quoted Rate Advances specified in the Quoted Rate Request for which the Quoted Rate has been provided will be locked in as of the Business Day that such Quoted Rate is accepted by the applicable Borrower and confirmed, and each Lender shall be obligated to make its ratable portion of the Quoted Rate Advances for which the Borrower has accepted the Quoted Rate. (c) Each Lender shallshall on the Closing Date with respect to the initial Borrowing and on the date of any other Borrowing, before 12:00 noon on Noon (New York City time), in the applicable case of a Borrowing Dateto be comprised of Eurodollar Rate Advances, and before 2:00 p.m. (New York City time), in the case of a Borrowing to be comprised of Alternate Base Rate Advances or Quoted Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the applicable Borrower in such the manner as specified by the applicable Borrower shall have specified in the applicable Notice of Borrowing and or Notice of Quoted Rate Advance Borrowing, as shall be reasonably acceptable to the Administrative Agentcase may be. (bd) Anything in subsection (a) above to the contrary notwithstanding, (i) the no Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) 2.09 or 2.16Section 2.13, and (ii) there shall the Eurodollar Rate Advances and Quoted Rate Advances may not be not outstanding as part of more than 20 ten separate Interest Periods, with no more than five pertaining to Borrowings at any one time outstandingof Quoted Rate Advances. (ce) Each Notice of Borrowing and Notice of Quoted Rate Advance Borrowing shall be irrevocable and binding on the applicable Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ef) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) Dollars shall be made on ------------------- upon three Business Days' notice and each Borrowing of Gold shall be made upon fourteen days' notice, given not later than 11:00 A.M. on the third Business Day prior each by irrevocable written notice pursuant to the date a Notice of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by from the Borrower to the Administrative Agent, Agent (which shall give prompt notice thereof, and of each other notice received from the Borrower hereunder, to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”Bank) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set setting forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c)Advance Date, 2.12(f) or 2.16, and (ii) there which shall be not more than 20 Borrowings at any one time outstanding. a Business Day (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of an Advance of Gold, a Business Day which is followed by a Business Day), (ii) the requested number of Ounces or of Dollars, (iii) the form of the settlement of the proposed Borrowing as described in Section 2.5 (if the ----------- proposed Borrowing is in Gold), (iv) whether the Borrowing is to be a Base Rate AdvanceBorrowing or a LIBOR Borrowing (if the proposed Borrowing is in Dollars) and the applicable Interest Period (if the proposed Borrowing is a LIBOR Borrowing or Borrowing of Gold), prior (v) whether the Borrower intends to make interest payments in Gold or in Dollars (if the proposed Borrowing is in Gold) and (vi) such additional information as is required by the Notice of Borrowing. In the event that the Borrower fails to borrow Gold or Dollars after delivering a Notice of Borrowing hereunder to the time of BorrowingAgent, that such Lender will not make available the Borrower shall pay any resulting Breakage Costs to the Administrative Agent Banks, and provided such Lender’s Advance as part Breakage Costs are promptly paid upon the request of the Borrowing Banks, such failure to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it borrow shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreementdefault hereunder. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Advance comprising a Borrowing (other than with respect to Swingline Advances) on the Closing Date or the Second Borrowing Date shall be in an aggregate amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentagesthereof. Each Borrowing (other than with respect to Swingline Advances) shall be made on noticepursuant to a Notice of Borrowing, given not later than 11:00 A.M. on the third Business Day prior to the date of Closing Date or the proposed Second Borrowing Date, as applicable, in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of Closing Date or the proposed Second Borrowing Date, as applicable, in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written noticenotice thereof. Each such notice of a Borrowing under this Section 2.02 (a “Such Notice of Borrowing”) Borrowing shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type Types of Advances comprising such Borrowing, (iiiii) aggregate amount of such Borrowing, and (iviii) in the case of a if such Borrowing consisting is comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. For the avoidance of doubt, the Borrower may request in the Notice of Borrowing multiple Advances of different Types, and/or multiple Eurodollar Rate Advances with different initial Interest Periods, as part of such Borrowing, subject to Section 2.02(b). Each Lender shall, before 12:00 noon on the applicable Closing Date or the Second Borrowing Date, as applicable, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c2.07(b), 2.12(f2.07(e) or 2.162.11, and (ii) there shall be not more than 20 Borrowings five (5) separate Eurodollar Rate Advances with different Interest Periods at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case If such Borrowing is comprised of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill borrow the Advances on the Closing Date or the Second Borrowing Date, as applicable, or to fulfill, on or before the date specified in such Notice of Closing Date or the Second Borrowing for such Borrowing Date, as applicable, the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance Advances to be made by such Lender on the Closing Date or the Second Borrowing Date, as part of such Borrowing applicable, when such AdvanceAdvances, as a result of such failure, is are not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any the Closing Date or the Second Borrowing Date Date, as applicable, or, in the case of a Base Rate Advance, prior to the time of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance Advances as part of the such Borrowing to be made on such the Closing Date or the Second Borrowing Date, as applicable, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such the Closing Date or the Second Borrowing Date Date, as applicable, in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance Advances available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance Advances as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the any Advance to be made by it as part of any a Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make any of its Advance Advances on the date of such BorrowingClosing Date or the Second Borrowing Date, as applicable, but no Lender shall be responsible for the failure of any other Lender to make the Advance Advances to be made by such other Lender on the date of any BorrowingClosing Date.

Making the Advances. (a) Except as otherwise provided in Section 2.03, each Borrowing, each conversion of Advances from one Type to the other and each continuation of Eurodollar Rate Advances shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Advances or of any conversion of Eurodollar Rate Advances to Base Rate Advances and (ii) on the requested date of any Borrowing of Base Rate Advances; provided, however, that if the Borrower wishes to request Eurodollar Rate Advances having an Interest Period other than one week, one month, two months, three months or six months in duration as provided in the definition of “Interest Period,” the applicable notice 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, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower makes a request pursuant to the proviso to the immediately preceding sentence, not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each Borrowing (other than with respect of, conversion to Swingline Advances) or continuation of Eurodollar Rate Advances shall be in an a principal amount not less than of $10,000,000 (or, if less, the Available Commitments at such time) 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof and thereof. Except as provided in Section 2.03(d), each Borrowing of or conversion to Base Rate Advances shall consist be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Notice of Borrowing, each notice of conversion of Advances (other than Swingline Advances) of the same from one Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date other, and each notice of continuation of Eurodollar Rate Advances shall specify, as applicable, (i) whether the proposed Borrowing in Borrower is requesting a Borrowing, a conversion of Advances from one Type to the case of other, or a Borrowing consisting continuation of Eurodollar Rate Advances, or not later than 9:30 A.M. on (ii) the requested date of the proposed Borrowing in Borrowing, conversion or continuation, as the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, may be (which shall give to each Lender prompt written notice. Each such notice of be a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such BorrowingBusiness Day), (iii) aggregate the principal amount of such BorrowingBorrowing to be borrowed, converted or continued, (iv) the Type of Borrowing to be borrowed or to which existing Advances are to be converted, and (ivv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Advance in a Committed Loan Notice or if the case Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Advance shall be made as, or converted to, Base Rate Advances. Any such automatic conversion to Base Rate Advance shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Advance. If the Borrower requests a Borrowing consisting of, conversion to, or continuation of Eurodollar Rate AdvancesAdvance in any such Committed Loan Notice, the initial but fails to specify an Interest Period, it will be deemed to have specified an Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agentone month. (a) [Reserved]. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Committed Loan Notice of Borrowing shall be irrevocable and binding on the Borrower; provided that any such notice in respect of any acquisition not prohibited under this Agreement, or in connection with any Borrowing or Extension, as applicable, under an Incremental Amendment, Refinancing Amendment, or an Extension Offer, may be conditioned on the consummation of such acquisition or the effectiveness of any such Incremental Amendment, Refinancing Amendment, or Extension, as applicable). In the case of any Borrowing that the related Committed Loan Notice of Borrowing specifies is to comprise be comprised of Eurodollar Rate Advances, the Borrower shall shall, upon demand from any Appropriate Lender setting forth in reasonable detail the basis for such demand, indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Committed Loan Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment redeployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.36

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 19 Attachment 3 Page 23 of 115 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03, each Borrowing, each conversion of Advances from one Type to the other and each continuation of Eurodollar Rate Advances shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Advances or of any conversion of Eurodollar Rate Advances to Base Rate Advances and (ii) on the requested date of any Borrowing of Base Rate Advances; provided, however, that if the Borrower wishes to request Eurodollar Rate Advances having an Interest Period other than one week, one month, two months, three months or six months in duration as provided in the definition of “Interest Period,” the applicable notice 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, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower makes a request pursuant to the proviso to the immediately preceding sentence, not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing (other than with respect of, conversion to Swingline Advances) or continuation of Eurodollar Rate Advances shall be in an a principal amount not less than of $10,000,000 (or, if less, the Available Commitments at such time) 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof and thereof. Except as provided in Section 2.03(d), each Borrowing of or conversion to Base Rate Advances shall consist be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Notice of Borrowing, each notice of conversion of Advances (other than Swingline Advances) of the same from one Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date other, and each notice of continuation of Eurodollar Rate Advances shall specify, as applicable, (i) whether the proposed Borrowing in Borrower is requesting a Borrowing, a conversion of Advances from one Type to the case of other, or a Borrowing consisting continuation of Eurodollar Rate Advances, or not later than 9:30 A.M. on (ii) the requested date of the proposed Borrowing in Borrowing, conversion or continuation, as the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, may be (which shall give to each Lender prompt written notice. Each such notice of be a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such BorrowingBusiness Day), (iii) aggregate the principal amount of such BorrowingBorrowing to be borrowed, converted or continued, (iv) the Type of Borrowing to be borrowed or to which existing Advances are to be converted, and (ivv) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Advance in a Committed Loan Notice or if the case Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Advance shall be made as, or converted to, Base Rate Advances. Any such automatic conversion to Base Rate Advance shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Advance. If the Borrower requests a Borrowing consisting of, conversion to, or continuation of Eurodollar Rate AdvancesAdvance in any such Committed Loan Notice, the initial but fails to specify an Interest Period, it will be deemed to have specified an Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agentone month. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect Upon satisfaction of the conditions precedent to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if lessLender's obligations pursuant to this Agreement, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date disbursement of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvance, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written noticeLender. Each such Such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or fax telex or telecopier, in substantially the form of Exhibit A EXHIBIT G hereto, specifying therein the requested (i) Borrowing Date for the requested date of such Borrowing, Advance and (ii) Type of Advances comprising such Borrowing, (iii) aggregate the amount of such Borrowing, and (iv) in Advance. Subject to the case satisfaction of a Borrowing consisting of Eurodollar Rate Advancesthe conditions precedent to Lender's obligations under this Agreement, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Datedate of the proposed Advance, make available for the account of its Applicable Lending Office funds in an amount equal to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt amount of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds Advance available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agentby crediting Borrower's Account. (b) Anything in subsection (a) above Lender and Borrower shall consult one another and cooperate with respect to the contrary notwithstandingidentification of potential Eligible Mortgage Loans for inclusion as Collateral under this Agreement. In order to obtain formal approval from Lender of a particular Mortgage Loan as an Eligible Mortgage Loan, Borrower shall submit to Lender a review package with respect to such Mortgage Loan containing the following: (i) an underwriting narrative for the Borrower may not select Eurodollar Rate Advances for any Borrowing if applicable Mortgage Loan including the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation indicative debt service coverage ratio and loan-to-value ratio of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and applicable Mortgaged Property; (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advancesmost recent rent roll, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available available, for the applicable Mortgaged Property; (iii) current and, to the Administrative Agentextent available, such Lender and historical financial statements for the Borrower severally agree to repay applicable Mortgaged Property for the three (3) most recent fiscal years; (iv) all available financial information with respect to the Administrative Agent forthwith on demand such corresponding amountapplicable Mortgagor; (v) copies of any Appraisal, together with interest thereonengineering report, 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 environmental assessment or other report prepared by any third party consultants; (ivi) in the case an analysis of any unusual features of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and Mortgage Loan (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.e.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) under Section 2.01 shall be made on notice, given not later than 11:00 A.M. (x) 12:00 noon on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting to be comprised of Eurodollar Term SOFR Rate Advances, or not later than 9:30 A.M. (y) 12:00 noon on the first U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting to be comprised of Daily Simple SOFR Rate Advances or (z) 12:00 noon on the Business Day of the proposed Borrowing in the case of a Borrowing to be comprised of Alternate Base Rate Advances, by the applicable Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each with a Commitment for the Class of Advances requested in such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) prompt notice thereof. Each such Notice of Borrowing shall be by written notice (or by telephone, confirmed immediately promptly in writing, or fax ) in substantially the form of Exhibit A B hereto, specifying therein the requested (i) Borrowing Date for date of such Borrowing, (ii) [reserved], (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, (v) remittance instructions, and (ivvi) in the case of a any such Borrowing consisting of Eurodollar Term SOFR Rate Advances, the initial Interest Period for each such Advance; provided that any Notice of Borrowing submitted with respect to an Advance to be made on the Closing Date shall be accompanied by a funding indemnity letter in form and substance satisfactory to the Administrative Agent. If no election as to Type of Advances comprising such Borrowing is specified in any such Notice of Borrowing, then such Advances shall be Daily Simple SOFR Rate Advances. If no Interest Period with respect to Term SOFR Rate Advances is specified in any such Notice of Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month duration. Each Lender shallwith a Commitment for the Class of Advances requested in the Notice of Borrowing shall on the date of such Borrowing, before 12:00 noon on noon, in the applicable case of a Borrowing Dateto be comprised of Term SOFR Rate Advances or Daily Simple SOFR Rate Advances, and before 2:00 p.m., in the case of a Borrowing to be comprised of Alternate Base Rate Advances, make available for the account of its Applicable Lending Office to the 13560288v14 Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s ratable portion of the Borrowing to be made on such Borrowing DateBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the applicable Borrower in such the manner as specified by the applicable Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative AgentBorrowing. (ba) Anything in subsection (a) above this Section 2.02 to the contrary notwithstanding, (i) the no Borrower may not select Eurodollar Term SOFR Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Term SOFR Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) 2.09 or 2.16Section 2.13, and (ii) there shall the Term SOFR Rate Advances made pursuant to this Section 2.02 may not be not outstanding as part of more than 20 Borrowings at any one time outstandingtwelve separate Borrowings. (cb) Each Notice of Borrowing shall be irrevocable and binding on the applicable Borrower. In the case of any Borrowing , except that the related a Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, in connection with any transaction not prohibited under this Agreement may be conditioned on the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part closing of such Borrowing when such Advancetransaction (but, as a result for the avoidance of such failuredoubt, is not made on such dateshall remain subject to Section 2.23). (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (ec) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing (other than with respect to Swingline Advances) shall be in an amount not less than $10,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances (other than Swingline Advances) of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing (other than with respect to Swingline Advances) shall be made on notice, given not later than 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or fax in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the applicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender▇▇▇▇▇▇’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.12(c), 2.12(f) or 2.16, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by courier or fax from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 19 Attachment 2 Page 23 of 116 Borrowing, that such Lender will not make available to the Administrative Agent such Lender▇▇▇▇▇▇’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Administrative Agent, such 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 Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.