Common use of General Provisions Clause in Contracts

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., N.A. as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxLoan and Agency Services Group 0000 Xxxxxx Xxxxxx, Floor 7 Mail Code IL110 Houston, Texas 77002-0010 Cxxxxxx, XX 00000 [Date] 6925 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Xxxxxx Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: (000) 000-0000 [Date] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Term Loan Credit Agreement, Agreement dated as of May 11April 24, 2009 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among United Technologies Corporation, a Delaware corporation (the “Borrower”), the Lenders parties party thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent for said LendersAgent, and X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and joint bookrunners. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request, and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below therewith specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D – FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase COUNSEL FOR THE BORROWER March 27, 2015 PNC Bank, N.A.National Association, as Administrative Agent for the Lenders parties to 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Re: under the Credit Agreement referred to below 10 X. Xxxxxxxxherein and the Lenders parties thereto Credit Agreement dated as of March 27, Floor 7 Mail Code IL1-0010 Cxxxxxx2015 of UGI Utilities, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Inc. Ladies and Gentlemen: The undersignedWe have acted as counsel for UGI Utilities, Northern Illinois Gas Inc., a Pennsylvania corporation (the “Company”), refers to in connection with the Credit Agreement, dated as of May 11March 27, 2009 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerCompany, the lenders referred to therein (the “Lenders”), PNC Bank, National Association, as Agent for the Lenders parties thereto(the “Agent”), and JPMorgan Chase Bank, N.A.Citizens Bank of Pennsylvania, as Administrative Agent for said LendersSyndication Agent. Terms defined in the Credit Agreement are used as therein defined, and hereby gives unless otherwise defined herein. This opinion letter is being delivered to you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a3.01(g)(vi) of the Credit Agreement:. In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Articles of Incorporation and Bylaws of the Company and such other documents and records, and other instruments as we have deemed appropriate for purposes of the opinions set forth herein, including the following documents (the documents referred to in clauses (a) through (d) below are referred to herein as the “Credit Documents”):

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment The provisions of Section 7.06 (“Counterparts; Effectiveness; Several Agreement”), Section 7.07 (“Severability”), Section 7.09 (“Governing Law; Jurisdiction; Consent to Service of Process”) and Assumption may be executed in any number Section 7.10 (“Waiver of counterpartsJury Trial”) are incorporated herein by reference, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed bymutatis mutandis, and construed in accordance with, the law of the State of New Yorkparties hereto agree to such terms. EXHIBIT B [Reserved] EXHIBIT C [Reserved] Exhibit C EXHIBIT D FORM OF NOTICE OF Form of PERFECTION CERTIFICATE See attached. Exhibit D EXHIBIT E Form of BORROWING JPMorgan Chase Bank, N.A., REQUEST Ares Capital Corporation as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx000 Xxxx Xxxxxx, 00xx Floor 7 Mail Code IL1-0010 CxxxxxxNew York, XX 00000 [Date] New York 10167 Attention: Mxxxxxx Xxxxxxx Middle Office DL Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxx@xxxxxxxx.xxx; xxxxxxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxx.xxx September [●], 20226 Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyTEMPUS LABS, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement, Agreement dated as of May 11September 22, 2009 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), by and among the Borrower, the Lenders parties theretoparty thereto from time to time, and JPMorgan Chase Bank, N.A.Ares Capital Corporation, as Administrative Agent for said LendersAgent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing of Term Loans under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D Exhibit 1.1(c) [FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [DateOF] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: JOINDER AGREEMENT THIS JOINDER AGREEMENT (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit this "Agreement"), dated as of May 11_____________, 2009 ____, is by and between _____________________, a ______________________ (as amendedthe "Subsidiary Guarantor"), amended and restatedBravo Brio Restaurant Group, supplemented or otherwise modified Inc., an Ohio corporation (the "Borrower"), the Domestic Subsidiaries of the Borrower from time to time, time parties thereto (the “Credit Agreement”, the terms defined therein being used herein as therein defined"Guarantors"), among the Borrower, the Lenders from time to time parties thereto, and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as administrative agent for the Lenders (the "Administrative Agent for said LendersAgent"). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is an Additional Credit Party, and hereby gives you noticeand, irrevocablyconsequently, pursuant to the Credit Parties are required by Section 2.4(a) 5.10 of the Credit Agreement that to cause the undersigned Subsidiary Guarantor to become a "Guarantor" thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby requests a Borrowing under agree as follows with the Credit AgreementAdministrative Agent, and in that connection sets forth below for the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) benefit of the Credit AgreementLenders, the Hedging Agreement Providers and the Cash Management Agreement Providers:

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption and any claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Affiliated Lender Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING JPMorgan Chase BankREQUEST UBS AG, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. STAMFORD BRANCH 000 Xxxxxxxxxx Xxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxxxxxxxxxx 00000 [Date] Attention: Mxxxxxx Xxxxxxx Agency Group Fax: +0.000.000.0000 Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Xxxxxx-XXXXxxxxxxx@xxx.xxx [ ][ ], 20[ ]32 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the that certain Credit Agreement, dated as of May 11December 21, 2009 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, 1184248 B.C. LTD., a corporation duly constituted under the laws of the Province of British Columbia (the “Initial Borrower” and, prior to the Closing Date Amalgamations (as defined therein), the terms defined therein being used herein as therein defined“Canadian Borrower”), among which, as part of the Closing Date Amalgamations, will be amalgamated to form Xxxxxxxx Development Corporation Inc., a corporation duly amalgamated under the laws of the Province of British Columbia (“KDC” and, after the Closing Date Amalgamations, the “Canadian Borrower”), KDC US Holdings, Inc., a Virginia corporation (the “US Borrower” and, together with the Canadian Borrower, collectively, the “Borrowers”), Xxxxxxxx Development Holdco, Inc., a corporation duly constituted under the laws of the Province of British Columbia, as Holdings, the Lenders parties theretofrom time to time party thereto and UBS AG, Stamford Branch, in its capacities as administrative agent and JPMorgan Chase Bankcollateral agent for the Lenders (in such capacities, N.A., as the “Administrative Agent for said Lenders, and Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned hereby gives you notice, irrevocably, irrevocable notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that it requests the undersigned hereby requests a Borrowing Borrowings under the Credit AgreementAgreement to be made on the Borrowing Date (as defined below), and in that connection sets forth below the information relating terms on which the Borrowings are requested to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction. EXHIBIT D FORM OF NOTICE OF [Form of] BORROWING JPMorgan Chase BankREQUEST UBS AG, N.A.Stamford Branch, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. below, 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxxxxxxxxxx 00000 Attention: [ ] Tel: (203) [ ] Fax: (203) [ ] Re: Communications & Power Industries. Inc. [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Amended and Restated Credit Agreement, Agreement dated as of May 11[ ], 2009 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among COMMUNICATIONS & POWER INDUSTRIES INC., a Delaware corporation (“Borrower”), CPI INTERNATIONAL, INC., (formerly known as CPI Holdco, Inc.) a Delaware corporation (“Parent”), the terms Subsidiary Guarantors (such term and each other capitalized term used but not defined therein being used herein as therein definedhaving the meaning given it in Article I of the Credit Agreement), among the BorrowerLenders, the Lenders parties theretoUBS SECURITIES LLC and BEAR, and JPMorgan Chase Bank, N.A.XXXXXXX & CO. INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent Agent”) for said the Lenders, collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”), BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent (in such capacity, “Syndication Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agent (in such capacity, “Documentation Agent”) and RBS SECURITIES CORPORATION as co-arranger and bookrunner (in such capacity, “Co-Arranger”). Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance acceptance with, the law laws of the State of New YorkYork applicable to contracts made and to be performed wholly within such State. EXHIBIT D K - FORM OF NOTICE OF BORROWING JPMorgan Chase BankSUPPLEMENT SUPPLEMENT Dated ____________ ____, N.A., as Administrative Agent for the Lenders parties 201__ Reference is made to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the that certain Credit Agreement, dated as of May 11December 9, 2009 (as amended2010, amended and restatedrestated as of January 17, 2012 and supplemented July 13, 2012, and further amended and restated as of October 22, 2014 (as amended or otherwise modified from time to time, the “Credit Agreement”) among AllianceBernstein L.P., a Delaware limited partnership, Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders Banks parties thereto, thereto and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for said Lenders(the “Administrative Agent”). Unless otherwise defined herein, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of capitalized terms used in this Supplement have the Credit Agreement that the undersigned hereby requests a Borrowing under meanings ascribed thereto in the Credit Agreement, and in that connection sets forth below the information relating . Pursuant to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.5(b) of the Credit Agreement, the Borrower has requested an increase in the Total Commitment from $______________ to $_____________. Such increase in the Total Commitment is to become effective on the date (the “Effective Date”) which is the later of (i) ____________ ____, 201__ and (ii) the date on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and _________________ (the “Accepting Bank”) hereby agree as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. EXHIBIT D B FORM OF NOTICE OF BORROWING JPMorgan Chase BankREQUEST Xxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders parties party to the Credit Agreement referred to below 10 X. 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxx Xxxx, XX 00000 Attention: Agency Team [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyZynga Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of May 11July [ ], 2009 2011 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”, ,” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties theretolenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and JPMorgan Chase Bank, N.A.you, as Administrative Agent for said such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.3 of the Credit Agreement Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.3 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D Exhibit J FORM OF DISCOUNTED PREPAYMENT OPTION NOTICE OF BORROWING JPMorgan Chase BankDated: ____________, N.A.20[ ] To: COBANK, ACB, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Xxxxx Xxxxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This Discounted Prepayment Option Notice is delivered to the you pursuant to Section 2.11(c)(ii) of that certain Credit Agreement, dated as of May 11July 1, 2009 (as 2015(as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, ,” the terms defined therein being used herein as therein defined), by and among WestRock Company, a Delaware corporation (the Borrower“Parent”), RockTenn CP, LLC, a Delaware limited liability company (“RockTenn CP”), Rock-Tenn Converting Company, a Georgia Corporation (“Rock-Tenn Converting”), MeadWestvaco Virginia Corporation, a Delaware corporation (“MWV Virginia,” and, together with RockTenn CP and Rock-Tenn Converting, the Lenders “Borrowers”), Rock-Tenn Company, a Georgia corporation, and MeadWestvaco Corporation, a Delaware corporation, the lenders named therein and such other lenders that thereafter become parties thereto, and JPMorgan Chase BankCoBank, N.A.ACB, as administrative agent (the “Administrative Agent for said LendersAgent”). The Purchasing Borrower Party hereby notifies you that, and hereby gives you noticeeffective as of [___________, irrevocably20__], pursuant to Section 2.4(a2.11(c)(ii) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in Purchasing Borrower Party hereby notifies each Lender that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementit is seeking:

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. EXHIBIT D E-2 FORM OF NOTICE OF BORROWING JPMorgan Chase BankAFFILIATE ASSIGNMENT Bank of America, N.A.N.A. 000 Xxxx Xxxxxx, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 00xx Xxxxx Mail Code IL1Code: TX1-0010 Cxxxxxx492-14-11 Xxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxx Xxxxxxxx Sabre Inc. 0000 Xxxxx Xxxxx Xxxxxxxxx, XX 00000 Xxxxxx Xxxxxx Attention: Xxxxxxx EmailX. Xxxxxx Re: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, Agreement dated as of May 11February 19, 2009 2013 (as amended, amended and restatedsupplemented, supplemented or restated and/or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Sabre Inc. (the “Borrower”), the Lenders parties theretoSabre Holdings Corporation, and JPMorgan Chase BankBank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent for said LendersAgent”), Swing Line Lender and an L/C Issuer, Deutsche Bank AG New York Branch, as an L/C issuer, and each lender from time to time party thereto. Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, irrevocably, pursuant to [Section 2.4(a) 11.07(k)(vii)] of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:that

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B FORM OF NOTICE OF BORROWING JPMorgan Chase BankCOMPLIANCE CERTIFICATE , N.A.20 KeyBank National Association, as Administrative Agent for the Lenders parties 0000 Xxxxxxxx Xxxx Brooklyn, Ohio 44144 Attention: Agency Services Each Lender party to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the that certain Revolving Credit and Term Loan Agreement, dated as of May 11March 1, 2009 2016 (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among The Xxxxxx Companies, Inc., a Delaware corporation (the “Company”), CooperVision International Holding Company, LP, a limited partnership registered in England and Wales under No. LP3698 and duly registered under the Companies Act of Barbados (“CooperVision International” and together with the Company, each a “Borrower” and collectively, the Lenders parties thereto“Borrowers”), KeyBank National Association, as administrative agent (the “Administrative Agent”), and JPMorgan Chase Bank, N.A., as Administrative Agent for said each lender from time to time party thereto (the “Lenders, ”). Capitalized terms used herein and hereby gives you notice, irrevocably, pursuant not otherwise defined herein shall have the meanings assigned to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under them in the Credit Agreement, and in that connection sets forth below the information relating . Pursuant to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a5.01(c) of the Credit Agreement, the undersigned hereby certifies, in the capacity set forth below and not in any individual capacity, to the Administrative Agent and the Lenders as follows:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit C [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT D to Loan Agreement FORM OF INCREMENTAL LOAN COMMITMENT INCREASE NOTICE OF BORROWING JPMorgan Chase Bank[See Attached] Exhibit D [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. INCREMENTAL LOAN COMMITMENT INCREASE NOTICE [Letterhead of Borrower] Bank of America, N.A., as N.A. Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 000 Xxxx Xxxxxx Mail Code IL1Code: TX1-0010 Cxxxxxx492-14-12 Xxxxxx, XX 00000 [Date] 00000-0000 Attention: Mxxxxxx Xxxxxxx Email[***] Telephone: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone[***] Telecopy: (000) 000[***] [***] Bank of America, N.A. 000 Xxxx Xxxxx Xxxxxx Mail Code: NC1-026-06-03 Xxxxxxxxx, XX 00000-0000 FaxAttention: (000) 000-0000 [***] Telephone: [***] Telecopy: [***] [***] [DATE] Re: MEGALODON SOLAR, LLC Incremental Loan Commitment Increase Notice Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyMegalodon Solar, LLC, a Delaware limited liability company (the “Borrower”), refers to the Credit Loan Agreement, dated as of May 114, 2009 2015 (as amended, amended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, SolarCity Corporation, solely in its capacity as limited guarantor, each lender from time to time party thereto (collectively, the Lenders parties thereto“Lenders” and individually, a “Lender”), each group agent from time to time party thereto (collectively, the “Group Agents” and JPMorgan Chase Bankindividually, a “Group Agent”), Bank of America, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as the administrative agent for the Lenders (“Administrative Agent for said LendersAgent”), Bank of America, N.A. and hereby gives you noticeCredit Suisse Securities (USA) LLC, irrevocablyas joint structuring agents, Bank of America, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank AG, New York Branch, as joint book runners and joint lead arrangers, pursuant to which the Lenders have agreed to make Loans to the Borrower. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement. The Borrower hereby requests an Incremental Loan Commitment Increase under Section 2.4(a) 2.9 of the Credit Loan Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection therewith sets forth below the information relating Exhibit D [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to such Borrowing Incremental Loan Commitment Increase (the “Proposed BorrowingIncremental Loan Commitment Increase”) as required by such Section 2.4(a) 2.9 of the Credit Loan Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING G TO 8/05 CREDIT AGREEMENT (Basic Form of Opinion of Counsel) [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the 000 Xxxxxx, 6th Floor North Houston, Texas 77002 Re: 8/05 Amended and Restated Senior Secured Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11August 1, 2009 2005 among HomeBanc Corporation and HomeBanc Mortgage Corporation (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit AgreementCompanies”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing agent (the “Proposed BorrowingAgent”) and a Lender, and the other Lenders party thereto (collectively, the “Lenders”) Gentlemen: We have acted as required by special counsel for the Companies in connection with the 8/05 Amended and Restated Senior Secured Credit Agreement dated as of August 1, 2005 (the “Credit Agreement”) among the Companies, the Agent and the Lenders. This opinion is rendered to you in compliance with Section 2.4(a8.1(a)(10) of the Credit Agreement. Unless otherwise defined herein or the context otherwise requires, each capitalized term used herein shall have the meaning ascribed to it in the Credit Agreement. In our capacity as such counsel, we have examined the Credit Agreement, the Custody Agreement and the Senior Credit Notes (collectively, the “Principal Facilities Papers”) and such other documents and matters as we have deemed necessary in rendering the opinions hereinafter set forth. We have been furnished with, and with the Agent’s and the Lenders’ consent have relied upon, certificates of and other information supplied by officers of the Companies with respect to certain factual matters and we have assumed the accuracy of all representations of fact set forth in the Principal Facilities Papers. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We have also assumed the genuineness of signatures on (other than those of the Companies’ representatives on the Facilities Papers), and the authenticity of, all materials so examined; and we have assumed the conformity with originals of all documents submitted to us as copies. For purposes of our opinions we have assumed the due authorization, execution, delivery, and performance of the Credit Agreement and the Custody Agreement by the Agent and the Lenders. Based upon the foregoing, and subject to the qualifications herein set forth, it is our opinion that:

General Provisions. Time is of the essence with respect to each provision of this Second Amendment. This Assignment and Assumption Second Amendment shall be binding upon, and inure to the benefit of, the parties hereto and be binding on, Landlord and Tenant and their respective heirs, personal representatives, successors and assigns. This Assignment Second Amendment shall be governed by, and Assumption construed and interpreted in accordance with, the laws (excluding the choice of laws rules) of the state of Colorado. This Second Amendment may be executed in any number of duplicate originals or counterparts, each of which together when so executed shall constitute in the aggregate but one instrumentand the same document. Delivery Each individual executing this Second Amendment represents and warrants that such individual has been duly authorized to execute and deliver this Second Amendment in the capacity and for the entity set forth where he signs. This Amendment executed and made effective as of an executed counterpart the later of a signature page the date first set forth above or the date the LOC is provided to Landlord in accordance with the terms of this Assignment Amendment. LANDLORD AND TENANT have executed this Second Amendment on the respective dates set forth below, LANDLORD: REEF FLATIRON LLCa Washington limited liability company By: Washington Capital Management, Inc. Its: Manager By: /s/ Xxxxx Xxxx Xxxxx Xxxx Its: Asset Manager Date 4/1/15 TENANT: ARCHERDX INC.a Delaware corporation By /s/ Xxxxx Xxxxx Xxxxx Xxxxx Print or Type Name of Signatory Its CEO Date 01 APR 2015 EXHIBIT A WORK.LETTER [Information included in this Schedule has been omitted in accordance with Item 601(a)(5) of Regulation S-K] THIRD AMENDMENT TO OFFICE LEASE THIS THIRD AMENDMENT TO OFFICE LEASE (this "Amendment ") is made this 12th day of June , 2019 ("Effective Date") by and Assumption by telecopy shall be effective as delivery of between REEF FLATIRON LLC, a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byWashington limited liability company ("Landlord"), and construed ARCHERDX INC., a Delaware corporation, successor in accordance withinterest to Enzymatics, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: Inc. (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined"Tenant"), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:.

General Provisions. This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by telecopy facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption. This Affiliated Lender Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING JPMorgan Chase Bank, N.A.REQUEST Royal Bank of Canada, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxxc/o RBC Agency Services Group 00 Xxxx Xxxxxx Xxxx 0xx Xxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxx Tower Toronto, XX 00000 [Date] Ontario M5H 1C4 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Manager, Agency Services Fax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxx.xxx Telephone: (000) 000-0000 [·] [·], 20[·](12) Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the that certain Second Lien Credit Agreement, Agreement dated as of May 1114, 2009 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Second Lien Credit Agreement”), by and among, inter alios, Xxxxxxxx Intermediate, Inc., a Delaware corporation, as Holdings, Xxxxxxxx Corporation, a Delaware corporation, as the Top Borrower, and the other Borrowers party thereto, the Lenders from time to timetime party thereto and Royal Bank of Canada, in its capacities as administrative agent and collateral agent for the “Lenders. Terms defined in the Second Lien Credit Agreement”, the terms defined therein being Agreement are used herein as therein defined), among with the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and same meanings unless otherwise defined herein. The undersigned hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Second Lien Credit Agreement that it requests the undersigned hereby requests a Borrowing Borrowings under the Second Lien Credit AgreementAgreement to be made on [·] [·], 20[·], and in that connection sets forth below the information relating terms on which the Borrowings are requested to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF NOTICE OF BORROWING [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for Agent, and the Lenders that are parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxxx Xx., 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] TX 77002 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Northern Illinois Gas Exelon Generation Company, LLC (the “Borrower”), refers to the Credit Agreement, dated as of May 11March 23, 2009 2011, among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, amended and restated, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.02(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. EXHIBIT D XXXXXXX X-0 FORM OF NOTICE OF BORROWING JPMorgan Chase BankREQUEST Xxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders parties party to the Credit Agreement referred to below 10 X. 0 Xxxxxxxxxx Xxxxx 0xx Xxxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxx Xxxx 00000 Attention: Agency Team [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyFitBit, Inc. (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of May 11August 13, 2009 2014 (as it may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”, ,” the terms defined therein and not otherwise defined herein being used herein as therein defined), among the Borrower, the Lenders parties Guarantors party thereto, the Lenders party thereto (each a “Lender” and JPMorgan Chase collectively, the “Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as Collateral Agent, the other agents named therein, Xxxxxx Xxxxxxx Bank, N.A., as Issuing Bank and Swing Line Lender, and you, as the Administrative Agent for said the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.5 of the Credit Agreement Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.5 of the Credit Agreement:

General Provisions. This Assignment and Assumption Sublease shall be binding upongoverned by, and inure to the benefit ofconstrued and interpreted in accordance with, the parties hereto and their respective successors and assignslaws (excluding the choice of laws rules) of the state of Utah. This Assignment and Assumption Sublease may be executed in any number of duplicate originals or counterparts, each of which together when so executed shall constitute in the aggregate but one instrumentand the same document. Delivery of Each exhibit referred to in, and attached to, this Sublease is an executed counterpart of a signature page integral part of this Assignment Sublease and Assumption is incorporated in this Sublease by telecopy shall this reference. Landlord is a third-party beneficiary of any provisions in this Sublease running in favor of Landlord, and is entitled to enforce such provisions directly. THE PARTIES have executed this Sublease on the respective dates set forth below, to be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State date first set forth above. SUBLANDLORD: DURHAM XXXXX & XXXXXXX, P.C., a Utah professional corporation By /s/ Xxxxx X. Xxxxxxx Print or Type Name of New York. Signatory: Xxxxx X. Xxxxxxx Its President Date May 19, 2014 SUBTENANT: VIVINT SOLAR, INC., a Utah corporation By /s/ Xxxx Xxxxxxx Print or Type Name of Signatory: Xxxx Xxxxxxx Its VP OPPS Date 5-15-14 EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties A to the Credit Agreement SUBLEASE LEASE The Lease referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: in the foregoing instrument is attached. Exhibit A-1 EXHIBIT B to SUBLEASE SUBLEASED PREMISES The Subleased Premises referred to in the foregoing instrument are shown on the attachment. Exhibit B-1 EXHIBIT C to SUBLEASE SPACE PLAN (000See attached) 000-Exhibit C-1 I HAVE REVIEWED THESE PLANS AND THEY CONFORM TO OUR PROGRAMMATIC AND SPACE PLANNING REQUIREMENTS. I UNDERSTAND THAT ANY MODIFICATIONS TO THIS PLAN WILL BE AN ADDITIONAL SERVICE AND WILL AMEND THE SCOPE OF WORK. APPROVED AS IS APPROVED AS NOTED NOT APPROVED SIGNATURE / APPROVAL SUPP # TENANT DRAWING NUMBER SP104 PROJECT NUMBER DATE 05.12.14 REF SHEET AXXX BWA ARCHITECTS T 000 000 0000 Fax: SIGNATURE / APPROVAL OF THIS DOCUMENT DOES NOT AUTHORIZE THE ARCHITECT TO PROCEED WITH CONSTRUCTION DOCUMENTS (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein definedWORKING DRAWINGS), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:. THIS SHEET IS FOR FLOOR PLAN APPROVAL ONLY VIVINT SOLAR PROJECT ADDRESS

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 00 X. Xxxxxxxx, Floor 7 19 Mail Code IL1-0010 CxxxxxxXxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx X. Xxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx xxxxxxx.x.xxxxxx@xxxxxxxx.xxx phone: (000) 000-0000 Faxfax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11October 18, 2009 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. EXHIBIT D C FORM OF NOTICE OF BORROWING JPMorgan Chase BankREQUEST Date: , N.A.20 To: HPS Investment Partners, LLC, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 [Date] AttentionAttention of Xxxx Xxxxx, Xxxx Xxxxx and Alexey Pazukha E-mail: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 xxxx.xxxxx@xxxxxxxxxxx.xxx; xxxx.xxxxx@xxxxxxxxxxx.xxx; xxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreement, dated as of May 11October 30, 2009 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Mulberry Health Inc., a Delaware corporation (the “Borrower”), the Lenders parties theretolenders from time to time party thereto (the “Lenders”) and HPS Investment Partners, and JPMorgan Chase Bank, N.A.LLC, as administrative agent for the Lenders (the “Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant Agent”). Capitalized terms used but not otherwise defined herein have the meanings assigned to Section 2.4(a) of them in the Credit Agreement that the undersigned Agreement. The Borrower hereby requests a Borrowing under to be made on the Credit Agreement, and in that connection sets terms set forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementbelow:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxLoan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] DE 19713 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Xxxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxx X. Xxxxx Fax: (000) 000-0000 [DATE] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreement, Agreement dated as of May 11February 7, 2009 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among XxxxxxXxxxxx.xxx, LLC (the “Borrower”), SurveyMonkey Inc. (“Holdings”), the Lenders parties thereto, from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) [2.03] [2.04] of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below therewith specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 1663651.11-New York Server 7A - MSW EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx XxXxxxx Driver Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonexxxxxxx.x.xxxxxx@xxxxxxxx.xxx AND xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx Phone: (000) -000-0000 Fax: (000) -000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11April 19, 2009 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance acceptance with, the law laws of the State of New YorkYork applicable to contracts made and to be performed wholly within such State. EXHIBIT D K - FORM OF NOTICE OF BORROWING JPMorgan Chase BankSUPPLEMENT SUPPLEMENT Dated __________ __, N.A., as Administrative Agent for the Lenders parties 20___ Reference is made to the that certain Revolving Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11January 25, 2009 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xxxxxxx X. Xxxxxxxxx & Co., LLC, a Delaware limited liability company (the “Borrower”), AllianceBernstein L.P., a Delaware limited partnership, the terms defined therein being used herein as therein definedBanks parties thereto (the “Banks”), among the Borrower, the Lenders parties thereto, and JPMorgan Chase BankCitibank, N.A., as Administrative Agent for said Lenders(the “Administrative Agent”). Unless otherwise defined herein, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of capitalized terms used in this Supplement have the Credit Agreement that the undersigned hereby requests a Borrowing under meanings ascribed thereto in the Credit Agreement, and in that connection sets forth below the information relating . Pursuant to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.5(b) of the Credit Agreement, the Borrower has requested an increase in the Total Commitment from $__________ to $__________. Such increase in the Total Commitment is to become effective on the date (the “Effective Date”) which is the later of (i) __________ __, 20___ and (ii) the date on which the conditions set forth in Section 2.5(b) in respect of such increase have been satisfied. In connection with such requested increase in the Total Commitment, the Borrower, the Administrative Agent and __________ (the “Accepting Bank”) hereby agree as follows:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law laws of the State of New YorkGeorgia. CHAR1\936505v2 Exhibit C EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase BankSUBSIDIARY GUARANTY AGREEMENT THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of February 28, 2007 (the “Subsidiary Guaranty Agreement”) among each of the Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Ruby Tuesday, Inc., a Georgia corporation (the “Borrower”) from time to time parties hereto, and, Bank of America, N.A., a national banking association as administrative agent (the “Administrative Agent Agent”) for the Lenders parties to (as defined in the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers below). Reference is made to the Amended and Restated Revolving Credit Agreement, Agreement dated as of May 11February 28, 2009 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for said the Lenders (in such capacity, the “Administrative Agent”), swingline lender (in such capacity, the “Swingline Lender”) and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) the issuance of the Letters of Credit Agreement that by the undersigned hereby requests a Borrowing under Issuing Bank. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of this Subsidiary Guaranty Agreement, . As consideration therefor and in that connection sets forth below order to induce the information relating Lenders to such Borrowing (make Loans and the “Proposed Borrowing”) Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guaranty Agreement. Accordingly, the parties hereto agree as required by Section 2.4(a) of the Credit Agreementfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 00 X. Xxxxxxxx, Floor 7 19 Mail Code IL1-0010 CxxxxxxXxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx xxxxxxx.x.xxxxxxx@xxxxxxxx.xxx phone: (000) -000-0000 Faxfax: (000) -000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11October 26, 2009 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D to CREDIT AGREEMENT FORM OF NOTICE OF BORROWING JPMorgan Chase BankREQUEST JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders parties to under the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxx Xxxxxxxx Xxxxx X0 Xxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneXxxxxxx Facsimile: (000) 000-0000 FaxTelephone: (000) 000-0000 Email: Xxxxxxx.Xxxxxxx@xxxxxxxx.xxx Xxx.xxxxxx.xxx@xxxxxxxx.xxx [DATE] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the Credit Agreement, Agreement dated as of May 11August 16, 2009 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrowerfrontdoor, inc., a Delaware corporation (together with its successors and assigns, the Lenders “Borrower”), the several banks and other financial institutions from time to time parties thereto, thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent for said the Lenders, as collateral agent for the Secured Parties, as swing line lender and as issuing bank. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) subsection 2.3 of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the Borrower specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx XxXxxxx Driver Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonexxxxxxx.x.xxxxxx@xxxxxxxx.xxx AND xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx Phone: (000) -000-0000 Fax: (000) -000-0000 AND 0-000-000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11April 23, 2009 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. EXHIBIT D B-1 [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders parties party to the Credit Agreement referred to below 10 X. XxxxxxxxJPMorgan Chase Bank, Floor 7 Mail Code IL1-0010 CxxxxxxN.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx NCC 0, 0xx Xxxxx Xxxxxx, XX 00000 00000-0000 Attention: Xxxxxx Xxxx; Email:xxxxxx.xxxx@xxxxx.xxx Facsimile: 00000000000@xxx.xxxxxxx.xxx Tel: 0-000-000-0000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyCoupang, LLC, (the “Borrower”), refers to the Revolving Credit and Guaranty Agreement, dated as of May 11February 27, 2009 2021, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, ; the terms defined therein and not otherwise defined herein being used herein as therein defined), among the Borrower, the Guarantors from time to time party thereto, the Lenders parties from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) and the Issuing Banks from time to time party thereto, and JPMorgan Chase Bank, N.A.you, as the Administrative Agent for said Lendersthe Lenders and Issuing Bank, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.5 of the Credit Agreement Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.5 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF NOTICE OF BORROWING [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for Agent, and the Lenders that are parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxxx Xx., 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] TX 77002 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyExelon Corporation (the “Borrower”), refers to the Credit Agreement, dated as of May 11March 23, 2009 2011, among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, amended and restated, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.02(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx208 South LaSalle Street, Floor 7 Mail Code IL1Suite 1500 Chicago, IL 60604-0010 Cxxxxxx, XX 00000 1003 [DateXxxx] AttentionXxxention: Mxxxxxx Xxxxxxx Agency Services - Sylvia Miranda Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonesylvia.miranda@abnamro.cxx xxxxx: (000) 312-992-5189 xxx: 000-0000 Fax: (000) 000601-0000 3611 Ladies and GentlemenGxxxxxxxx: The undersigned, Northern Illinois [Xxxxxxxx Xxlinois Gas CompanyCompany or Nicor Inc.], refers to the 364-Day Credit Agreement, dated as of May 11September 9, 2009 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”", the terms defined therein being used herein as therein defined), among the BorrowerBorrowers, the Lenders parties thereto, and JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “"Proposed Borrowing”") as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Active.35665411.4 EXHIBIT D C FORM OF NOTICE OF BORROWING JPMorgan Chase BankINCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, N.A.dated [●], as Administrative Agent for 20[●] (this “Supplement”), by and among each of the Lenders parties signatories hereto, to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies Third Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, dated as of May 11November 15, 2009 2018 (as amended by the First Amendment, dated as of March 20, 2020, as amended by the Second Amendment, dated as of June 25, 2020 and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Xxxxxxx Xxxx (USA), Inc. (the Borrower“Company”), Capri Holdings Limited, the Foreign Subsidiary Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lendersadministrative agent (in such capacity, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed BorrowingAdministrative Agent”) as required by Section 2.4(a) of the Credit Agreement:).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 744665.07-New York Server 2A - MSW EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx xxxxxxx.x..xxxxxxx@xxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May August 11, 2009 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx208 South LaSalle Street, Floor 7 Mail Code IL1Suite 1500 Chicago, IL 60604-0010 Cxxxxxx, XX 00000 1003 [DateXxxx] AttentionXxxxxxxxn: Mxxxxxx Xxxxxxx Agency Services - Sylvia Miranda Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonesylvia.miranda@abnamro.com xxxxx: (000) 312-992-5189 xxx: 000-0000 Fax: (000) 000-0000 0611 Ladies and GentlemenGentlexxx: The undersigned, Northern Illinois Northxxx Xxxxxxxx Gas Company, refers to the 180-Day Credit Agreement, dated as of May 11September 9, 2009 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”", the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “"Proposed Borrowing”") as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. EXHIBIT D B FORM OF NOTICE OF BORROWING JPMorgan Chase BankREQUEST Citibank, N.A., N.A. as Administrative Agent for the Lenders parties to under the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxx Xxxx, Floor 7 Mail Code IL1-0010 CxxxxxxBuilding #2 New Castle, XX 00000 [Date] Delaware 19720 Attention: Mxxxxxx Xxxxxxx EmailXxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneXxxxxxx Xxxxxx , 20 Re: MPLX OPERATIONS LLC (000the “Borrower”) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Revolving Credit Agreement, dated as of May 11September 14, 2009 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the Lenders parties thereto, thereto and JPMorgan Chase BankCitibank, N.A., as Administrative Agent for said Lenders, Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned Borrower hereby requests a Borrowing of Revolving Loans under the Credit AgreementAgreement and, and in that connection connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.03 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other means of electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. EXHIBIT D B FORM OF NOTICE OF BORROWING JPMorgan Chase BankREQUEST Xxxxxx Xxxxxxx Senior Funding, N.A.Inc., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. 0 Xxxxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxx Xxxx 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneAgency Team Telecopy: (000) 000-0000 FaxEmail: (000) 000-0000 xxxxxxxx@xxxxxxxxxxxxx.xxx [Date] Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyCF Industries, Inc. (the “Borrower”), refers to the Amended and Restated Revolving Credit Agreement, dated as of May 111, 2009 2012 and amended and restated as of April 22, 2013 (as the same may be amended, restated, amended and restated, modified, extended and/or supplemented or otherwise modified from time to time, the “Credit Agreement”, ,” the capitalized terms defined therein being used herein as therein defined), among the Borrower, CF Industries Holdings, Inc., as Holdings, the Lenders lenders from time to time party thereto (collectively, the “Lenders”), Xxxxxx Xxxxxxx Bank, N.A. and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, the other parties from time to time party thereto, and JPMorgan Chase Bank, N.A.you, as administrative agent for the Lenders (the “Administrative Agent for said LendersAgent”), and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.3 of the Credit Agreement Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) ), as required by Section 2.4(a) 2.3 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be is binding upon, and will inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be facsimile is effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption Agreement shall be governed by, by and construed in accordance with, with the law laws of the State of New York. EXHIBIT D FORM OF NOTICE OF B [Form of] BORROWING JPMorgan Chase BankREQUEST Bank of America, N.A.N.A. 000 Xxxx Xxxxxx, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, 11th Floor 7 Mail Code IL1Mailcode TX1-0010 Cxxxxxx492-11-23 Xxxxxx, XX 00000 Attention: H. Xxxxxxx Xxxxx, Senior Vice President, Business Capital Re: Philadelphia Energy Solutions Refining and Marketing LLC [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Amended and Restated Revolving Credit Agreement, and Guaranty Agreement dated as of May 11October 7, 2009 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company (the “Borrower”), the terms defined therein being used herein as therein defined), among the BorrowerGuarantors party thereto from time to time, the Lenders parties theretoparty thereto from time to time, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for said Lenderssole lead arranger and sole bookrunner, Bank of America, N.A., as swingline lender, the Issuing Banks from time to time party thereto, and Bank of America, N.A., as administrative agent and as collateral agent. Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxLoan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] DE 19713 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneXxxxxx X. Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 [DATE] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Amended and Restated Credit Agreement, Agreement dated as of May 11April 13, 2009 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”, the terms defined therein being used herein as therein defined), among SurveyMonkey Inc. (the “Borrower”), SVMK Inc. (“Holdings”), the Lenders parties thereto, party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Amended and Restated Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) [2.03] [2.04] of the Amended and Restated Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Amended and Restated Credit Agreement, and in that connection sets forth below therewith specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx XxXxxxx Driver Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonexxxxxxx.x.xxxxxx@xxxxxxxx.xxx AND xxx.xxxxxx.xxxxxxxxx.0@xxxxxxxx.xxx Phone: (000) -000-0000 Fax: (000) -000-0000 AND 0-000-000-0000 Ladies and Gentlemen: The undersigned, [Northern Illinois Gas CompanyCompany or Nicor Inc.], refers to the Credit Agreement, dated as of May 11April 23, 2009 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerBorrowers, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING JPMorgan Chase REQUEST Mizuho Bank, N.A., Ltd. as Administrative Agent for the Lenders parties to under the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxHarborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersignedXxxxx Xxxxxxxxx ______________, Northern Illinois Gas Company, refers 20__ Reference is made to the Credit Agreement, Term Loan Agreement dated as of May 11January [2], 2009 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MPLX LP, a Delaware limited partnership (the “Borrower”), the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and not otherwise defined therein being herein are used herein as therein defined), among defined in the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned Borrower hereby requests a Borrowing under the Credit Agreementand, and in that connection connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.03 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., N.A. as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 [Date] AttentionAttn: Mxxxxxx Xxxxxxx Tel: Fax: Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 [●] [●], 20[●]10 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the that certain Term Loan Credit Agreement, dated as of May 11August 9, 2009 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timeand in effect on the date hereof, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrowerby and among, inter alios, Xxxxxx Mortgage Trust, Inc., a Maryland corporation, the Lenders parties thereto, from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacities as Administrative Agent for said Lenders, administrative agent and collateral agent. Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein. The undersigned hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing Borrowings under the Credit AgreementAgreement to be made on [●] [●], 20[●], and in that connection sets forth below the information relating terms on which such Borrowings are requested to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementbe made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D E FORM OF NOTICE OF BORROWING JPMorgan Chase BankGUARANTY THIS GUARANTY (this “Guaranty”), N.A.dated as of [ ], as Administrative Agent for 2006, is made by each Guarantor named in the signature pages hereof (each a “Guarantor” and, collectively, the “Guarantors”), in favor of the Lenders parties party to the Credit Agreement referred to below 10 X. Xxxxxxxxand Bank of America, Floor 7 Mail Code IL1-0010 CxxxxxxN.A., XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: as Administrative Agent (000in such capacity, the “Administrative Agent”) 000-0000 Fax: and L/C Issuer. Imation Corp., a Delaware corporation (000“Imation”) 000-0000 Ladies and Gentlemen: The undersignedImation Enterprises Corp., Northern Illinois Gas Companya Delaware corporation (“Enterprises”) (each of Imation and Enterprises is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), refers the Lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), the L/C Issuer, and the Administrative Agent are parties to a Credit Agreement, Agreement dated as of May 11March _, 2009 2006 (as amended, amended and restatedmodified, supplemented renewed or otherwise modified extended from time to time, the “Credit Agreement”, ). It is a condition precedent to the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, Borrowings and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) issuances of Letters of Credit under the Credit Agreement that each Guarantor guarantee the undersigned indebtedness and other obligations of the Borrowers to the Guaranteed Parties under or in connection with the Credit Agreement as set forth herein. Each Guarantor, as a Subsidiary of a Borrower, will derive substantial direct and indirect benefits from the making of the Loans to, and issuances of Letters of Credit for the account of, the Borrowers pursuant to the Credit Agreement (which benefits are hereby requests a Borrowing under acknowledged by each Guarantor). Accordingly, to induce the Administrative Agent, the L/C Issuer and the Lenders to enter into the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) consideration thereof, each Guarantor hereby agrees as required by Section 2.4(a) of the Credit Agreementfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase BankExhibit C Form of Borrowing Request Citibank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-ABTF Global Loans 0000 Fax: (000) 000-0000 Xxxxx Xxxx New Castle, DE 19720 xxxxxxxxxxxxxxxxx@xxxx.xxx [DATE] Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyHOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., refers to a corporation organized under the laws of the State of Delaware (“HMHP”), is the Borrowing Agent under the Second Amended and Restated Revolving Credit AgreementAgreement November 22, dated as of May 11, 2009 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerHOUGHTON MIFFLIN HARCOURT COMPANY (“Holdings”), HMH PUBLISHERS LLC (“Publishers”), HMHP, HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY (“HMCo”), and together with HMHP and Publishers, collectively, the Lenders parties thereto“Borrowers”), the entities listed on the signature pages thereto as subsidiary guarantors and JPMorgan Chase Bankthe other lenders from time to time party thereto (the “Lenders”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent for said LendersAgent”) and CITIBANK, N.A. as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by [the] [each] Assignee and [the] [each] Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF B LOAN NOTICE OF BORROWING JPMorgan Chase Bank__________, 20___ Date: ___________, _____ To: Bank of America, N.A., as Administrative the Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxBank of America, Floor 7 Mail Code IL1N.A. XX0-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 00000-00 Xxxxxxx Xxxxxxx-000 Xxxxxxxx 000 X Xxxxx Xx Xxxxxxxxx, XX, 00000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreementthat certain TERM LOAN AGREEMENT, dated as of May 11January 31, 2009 2023 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Term Loan Agreement;”), by and among PIEDMONT OPERATING PARTNERSHIP, LP (the “Borrower”), PIEDMONT OFFICE REALTY TRUST, INC. (the “Parent”), the terms defined therein being used herein as therein definedfinancial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), among the Borrower, the Lenders parties thereto, and JPMorgan Chase BankBANK OF AMERICA, N.A., as Administrative Agent for said Lenders(the “Agent”), and hereby gives you noticethe other parties thereto. Capitalized terms used herein, irrevocablyand not otherwise defined herein, pursuant to Section 2.4(a) of have their respective meanings given them in the Credit Agreement that the Term Loan Agreement. The undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) select one): ☐ A borrowing of the Credit Agreement:Loans

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B [FORM OF OF] COMMITTED LOAN NOTICE OF BORROWING JPMorgan Chase BankDate: , 20 Bank of America, N.A., as Administrative Agent for the Lenders parties to under the Credit Agreement referred to below 10 X. XxxxxxxxBank of America, Floor 7 Mail Code IL1N.A. 0000 Xxxxxxxxxxx Xx - Xxxxxxxx X Xxxxxxxxxx, XX, 00000 Mailcode: TX2-0010 Cxxxxxx, XX 00000 [Date] Attention984-03-23 Attn: Mxxxxxx Xxxxxxx EmailXxxxxxxx Xxxxxx Phone: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) -000-0000 Fax: (000) -000-0000 Email xxxxxxxx.xxxxxx@xxxx.xxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, undersigned refers to the Credit Agreement, dated as of May 1131, 2009 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, ; the terms defined therein being used herein as therein defined), among Wyndham Destinations, Inc., a Delaware corporation (the “Borrower”), the Lenders parties thereto, and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for said Lendersand Collateral Agent, each L/C Issuer and each Lender from time to time party thereto, and hereby gives you notice, irrevocably, irrevocable notice pursuant to Section 2.4(a) 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing [Borrowing] [conversion] [continuation] under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing [Borrowing] [conversion] [continuation] (the “Proposed [Borrowing] [Conversion] [Continuation]”) as required by Section 2.4(a2.02(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING JPMorgan Chase BankREQUEST Sixth Street Specialty Lending, N.A.Inc., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 XxXxxxxx Xxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxSuite 1500 Dallas, XX 00000 Texas 75201 Re: Bed Bath & Beyond Inc. [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the Secured Superpriority Debtor-in-Possession Credit Agreement, Agreement dated as of May 11April 24, 2009 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Bed Bath & Beyond Inc., the terms defined therein being used herein as therein definedother Borrowers party thereto (the “Borrowers”), among the Borrowerother Loan Parties party thereto, the Lenders parties party thereto, and JPMorgan Chase BankSixth Street Specialty Lending, N.A.Inc., as administrative agent (in such capacity, the “Administrative Agent for said Lenders, and Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower Representative hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the Borrower Representative specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementrequested hereby:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Annex 1 to Exhibit D EXHIBIT D E-1 FORM OF NOTICE OF BORROWING REQUEST ___________, 201___ JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxxc/o JPMorgan Chase Bank, N.A. Oil & Gas Corporate Banking 0000 Xxxx Xxxxxx, 3rd Floor 7 Mail Code IL1-0010 CxxxxxxDallas, XX 00000 [Date] TX 75201 Attention: Mxxxxxx Xxxxxxx EmailXxxxx Xxxxxx Facsimile: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) -000-0000 FaxJPMorgan Chase Bank, N.A. as Administrative Agent for the Lenders referred to below c/o JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, Xxxxx 00 Xxxxxxx, XX 00000-0000 Attention: (Xxxxxxxx Xxxxxxx Telephone: 000) -000-0000 Ladies Facsimile: 000-000-0000 Re: Credit Agreement (hereinafter defined) Dear Sirs: Reference is made to that certain Third Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, Agreement dated as of May 11June 30, 2009 2011 (as amendedtogether with all amendments, amended and restatedif any, supplemented or otherwise modified from time to timetime made thereto, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Forest Oil Corporation, a New York corporation (the “Borrower”), the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders(the “Administrative Agent”), and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Lenders and other agents party thereto. Terms defined in the Credit Agreement that are used herein with the undersigned same meanings. This notice constitutes a Borrowing Request and Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below Borrower specifies the following information relating with respect to such the Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementrequested hereby:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A.N.A. Loan and Agency Services Group Floor 3, as Administrative Agent for the Lenders parties Ops 2 500 Xxxxxxx Xxxxxxxxxx Xx. Newark, DE 19713 Attention: Xxxxxxxx Xxxxxxx _____________ ____, 20___ Reference is made to the 364-Day Revolving Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11August 28, 2009 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerMarathon Petroleum Corporation, the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned Borrower hereby requests a Borrowing under the Credit Agreementand, and in that connection connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.03 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or by electronic transmission such as a .pdf shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D XXXXXXX X-0 FORM OF NOTICE OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties referred to below, Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2 Newark, DE 19713-2107 Attention: [ ] Telecopy No. [ ] Email: [ ] Re: Delphi Jersey Holdings PLC [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11September 7, 2009 2017 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Delphi Jersey Holdings PLC (the Borrower“Company”), Delphi Powertrain Corporation, the Subsidiary Borrowers from time to time thereto, the Lenders parties from time to time party thereto, the Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and Agent. The Company hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests on its behalf a Borrowing under the Credit Agreement, and in that connection therewith sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. Exhibit A EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING BASE CERTIFICATE [Exhibit B is a standalone document] Exhibit B [[NYCORP:3419679v6:4736W: 08/02/2013--08:31 PM]] EXHIBIT C [FORM OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., N.A. as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 Mailcode: XX0 0000, 00 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx22nd Floor, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: Chicago, IL 60603 Attention of CBC Operations (Fax No. (000) 000-0000) with a copy to JPMorgan Chase Bank, N.A. as Administrative Agent 0000 Fax: Xxxx Xxxxxx, 9th Floor Dallas, TX 75201 Attention of Xxxxxx Xxx (000) Fax No. 000-0000 000-0000) [Date] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreement, Agreement dated as of May 11[ ], 2009 (as amended2013, amended and restatedamong Xxxxxx USA Inc., supplemented or otherwise modified Xxxxxx Oil USA, Inc., the Borrowing Subsidiaries from time to timetime party thereto (and together with Xxxxxx Oil USA, Inc., the “Credit AgreementBorrowers”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the applicable Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below therewith specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D C-1 FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase BankCOUNSEL FOR THE BORROWER August 14, N.A., as Administrative Agent for 2015 To each of the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxxbelow, Floor 7 Mail Code IL1-0010 Cxxxxxxto Citibank, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 N.A., as Administrative Agent, and to the LC Issuing Banks Entergy Texas, Inc. Ladies and Gentlemen: The undersignedI have acted as counsel to Entergy Texas, Northern Illinois Gas CompanyInc., refers to a Texas corporation (the “Borrower”), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of May 11August 14, 2009 2015, by and among the Borrower, the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as Administrative Agent, amending and restating the Credit Agreement dated as of March 9, 2012, as supplemented by the Extension Agreement dated as of March 1, 2013, and as further supplemented by the Extension Agreement dated as of March 14, 2014 (as amended, so amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, the terms defined therein being in the Credit Agreement are used herein as therein defined). In such capacity, among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit AgreementI have examined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties [c/o JPMorgan Loan & Agency Services 000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas 77002 Attention: Xxxxx Xxxxxx (Telecopy No. 713-750-2938)] Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent [383 Madison Avenue, New York New York, New York 10179 Attention: Xxxxxxx Xxxxx (Telecopy No. 212-270-5100)] [DATE] Ladies and Gentlemen: Reference is made to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11June 30, 2009 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerHORIZON GLOBAL CORPORATION, the Lenders parties thereto, lenders from time to time party thereto and JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as Administrative Agent for said Lenders, and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the Borrower specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D XXXXXXX X-0 FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., REQUEST BORROWING REQUEST [Date] Barclays Bank PLC as Administrative Agent administrative agent for the Lenders parties to the Credit Agreement referred to below 10 X. 000 Xxxxxxxxx Xxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Xxxx Xxxxxxx/Xxxxxxxxxxx Xxxxxxxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 xxxx.xxxxxxx@xxxxxxxx.xxx/Xxxxxxxxxxx.Xxxxxxxxxxxx@xxxxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyOncor Electric Delivery Company LLC (the “Borrower”), refers to the Term Loan Credit Agreement, dated as of May 119, 2009 2019 (as it may hereafter be amended, amended and restated, supplemented modified, extended or otherwise modified restated from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties theretolenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A.Barclays Bank PLC, as Administrative Agent administrative agent for said the Lenders, . Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. The Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a2.03(a) of the Credit Agreement that the undersigned hereby it requests a Borrowing on the Delayed Draw Funding Date under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of Annex I‑4 this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B‑1 FORM OF NOTICE OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties referred to below 00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: [_______________] Fax: [(___) _________] Re: WellCare Health Plans, Inc. [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11November 14, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined)2013, among the WellCare Health Plans, Inc., a Delaware corporation (“Borrower”), the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent Agent”) for said the Lenders, and hereby gives you notice, irrevocably, pursuant . Capitalized terms used but not defined herein shall have the meanings assigned to Section 2.4(a) of such terms in the Credit Agreement that Agreement. This notice constitutes a Borrowing Request and the undersigned Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below with such request the Borrower specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementrequested hereby:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New York. EXHIBIT D F FORM OF NOTICE OF BORROWING SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: _________________, ___________ To: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This Subsidiary Swingline Borrower Request and Assumption Agreement is made and delivered pursuant to the Section 2.14 of that certain Credit Agreement, dated as of May 11August 15, 2009 2008 (as the same may be further amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerMxxxxxx-Xxxxxx International Inc. (“Mxxxxxx-Xxxxxx International”), Mxxxxxx-Xxxxxx Holding AG, Mxxxxxx-Xxxxxx Management Holding Deutschland GmbH, Mxxxxxx-Xxxxxx B.V., MT Investment C.V., certain Subsidiary Swingline Borrowers party thereto from time to time, the Lenders parties from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lendersand L/C Issuer to the Revolving Borrowers, certain Swingline Lenders and certain other L/C Issuers from time to time party thereto, and the other agents party thereto, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Subsidiary Swingline Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of ______________________ (the “Applicant Borrower”) and Mxxxxxx-Xxxxxx International hereby gives you noticeconfirms, irrevocably, pursuant represents and warrants to the Administrative Agent and the Lenders that the Applicant Borrower is a Subsidiary of Mxxxxxx-Xxxxxx International. The address of the Applicant Borrower is as follows: _____________________________________. The documents required to be delivered to the Administrative Agent and the affected Swingline Lender under Section 2.4(a) 2.14 of the Credit Agreement will be furnished to the Administrative Agent and the affected Swingline Lender in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the Applicant Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Applicant Borrower would have had if the Applicant Borrower had been an original party to the Credit Agreement as a Subsidiary Swingline Borrower. The Applicant Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. The parties hereto hereby request that the undersigned hereby requests Applicant Borrower be entitled to receive Swingline Loans under the Credit Agreement in the Subsidiary Currency, having the Subsidiary Currency Sublimit and to be made in the jurisdiction set forth below, and understand, acknowledge and agree that neither the Applicant Borrower nor Mxxxxxx-Xxxxxx International on its behalf shall have any right to request any Swingline Loans for its account unless and until the date five Business Days after the effective date designated by the Administrative Agent in a Borrowing Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit delivered to Mxxxxxx-Xxxxxx International and the Swingline Lender pursuant to Section 2.14 of the Credit Agreement. Name of Subsidiary Swingline Borrower Subsidiary Currency and Sublimit Permitted Jurisdiction in which Swingline Loans may be made to such Subsidiary Swingline Borrower This Subsidiary Swingline Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement. THIS SUBSIDIARY SWINGLINE BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkTexas. EXHIBIT D H-1 FORM OF NOTICE OF BORROWING JPMorgan Chase COMMITMENT INCREASE CERTIFICATE [Date] Xxxxx Fargo Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] __________________________ __________________________ Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyXxxxxxxx Offshore Services, refers to LLC and Xxxxxxxx Offshore Transportation, LLC (“Borrowers”), Comerica Bank, as Syndication Agent, Xxxxx Fargo, as Administrative Agent, and the Lenders party thereto entered into a Credit Agreement, Agreement dated as of May 11September , 2009 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the with terms defined therein in the Credit Agreement and not otherwise defined herein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and . Borrowers hereby gives you notice, irrevocablynotify you, pursuant to Section 2.4(a2.10(b)(ii) of the Credit Agreement Agreement, that Borrowers hereby request that the undersigned hereby requests a Borrowing aggregate amount of the Commitments under the Credit Agreement be increased and the Additional Lenders and/or certain existing Lenders agree to provide Commitments under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) proposed Commitment Increase as required by Section 2.4(a) 2.10 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy electronic medium or facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D D-1 - FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for XXXXXXX XXXX & XXXXXXXXX LLP [Restatement Date] EXHIBIT D-2 - FORM OF OPINION OF IN-HOUSE COUNSEL OF THE COMPANY [Restatement Date] To each of the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein definedbelow), among the BorrowerThe Interpublic Group of Companies, the Inc., said Lenders parties thereto, and JPMorgan Chase BankCitibank, N.A., as Administrative Agent for said Lenders, and hereby gives to Citibank, N.A., as Agent Credit Agreement Ladies and Gentlemen: This opinion is furnished to you notice, irrevocably, pursuant to Section 2.4(a3.01(d)(iv) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreementdated as of July 18, 2008, as amended and restated as of April 23, 2010, as further amended and restated as of May 31, 2011, as amended as of November 6, 2012, as further amended and restated as of December 12, 2013, as further amended and restated as of October 20, 2015, and in that connection sets forth below the information relating to such Borrowing as further amended and restated as of October 25, 2017 (the “Proposed BorrowingCredit Agreement”) ), among The Interpublic Group of Companies, Inc. (the “Company”), the Lenders parties thereto and Citibank, N.A., as required by Section 2.4(a) Agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined. I have acted as General Counsel for the Company in connection with the preparation, execution and delivery of the Credit Agreement. In arriving at the opinions expressed below, I have examined the following documents:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B-1 FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., REQUEST BORROWING REQUEST [Date] Sumitomo Mitsui Banking Corporation as Administrative Agent administrative agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx EmailAgency Loan Services Department E-mail: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 XxxxxxXxxxxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyOncor Electric Delivery Company LLC (the “Borrower”), refers to the Term Loan Credit Agreement, dated as of May 11January 28, 2009 2020 (as it may hereafter be amended, amended and restated, supplemented modified, extended or otherwise modified restated from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties theretolenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A.Sumitomo Mitsui Banking Corporation, as Administrative Agent administrative agent for said the Lenders, . Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. The Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a2.03(a) of the Credit Agreement that the undersigned hereby it requests a Borrowing during the Funding Availability Period under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption [and the other Loan Documents] and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption [(except, as to any other Loan Document, as expressly set forth therein)] and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D Exhibit 1.1(d) [FORM OF OF] NOTICE OF BORROWING JPMorgan Chase ____ __, 20__ Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent for the Lenders parties to under the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxx X.X. Xxxxxx Blvd. 1B1 Charlotte, Floor 7 Mail Code IL1-0010 CxxxxxxNorth Carolina 28262 Attn: Xxxxx Xxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Syndication Agency Services Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Pursuant to Section 2.1(b)(i) and/or Section 2.9(b)(i) of the Credit Agreement (as amended by the First Amendment to Credit Agreement, dated as of May 11June 5, 2009 (2020 and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of March 27, 2018 among UNIVERSAL HEALTH REALTY INCOME TRUST, a real estate investment trust organized under the terms defined therein being used herein as therein definedlaws of Maryland (the “Company”), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant other financial institutions from time to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing time party thereto (the “Proposed BorrowingLenders”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as required by Section 2.4(a) of Agent for the Credit AgreementLenders, the Company hereby requests the following:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number counterparts (and by different parties hereto on different counterparts), each of counterpartswhich shall constitute an original, but all of which when taken together shall constitute one instrumenta single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. EXHIBIT D [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxLoan and Agency Services Group 00 Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Xxxxx Fax: (000) 000-0000 Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 X. Xxxxxxx Xx., Xxxxx 0 Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxxxxxxx Fax: (000) 000-0000 [Date] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Amended and Restated Credit Agreement, Agreement dated as of May 11October 19, 2009 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among CoStar Group, Inc. (the “Borrower”), CoStar Realty Information, Inc. (the “Co-Borrower”), the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent for said Lenders, Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below therewith specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. OPINION OF COUNSEL FOR THE BORROWERS Attached. EXHIBIT D B-2 OPINION OF GENERAL COUNSEL OF THE COMPANY Attached. EXHIBIT B-3 OPINION OF COUNSEL OF THE LUXCO Attached. EXHIBIT C FORM OF NOTICE OF BORROWING JPMorgan Chase BankINCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, N.A.dated __________, as Administrative Agent for 20___ (this “Supplement”), by and among each of the Lenders parties signatories hereto, to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, dated as of May 11April 23, 2009 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Worthington Industries, Inc. (the Borrower“Company”), Worthington Industries International S.à r.x., the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders parties party thereto, PNC Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing syndication agent (the “Proposed BorrowingSyndication Agent”) as required by Section 2.4(a) of the Credit Agreement:).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law of the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as Administrative Agent amended (as and to the extent applicable), and other applicable law. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B TO MARKIT GROUP HOLDINGS LIMITED CREDIT AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE for the Lenders parties to the Credit Agreement referred to below 10 quarter ended __________ __, _____ To: Bank of America, N.A. 100 X. Xxxxxxxx, Floor 7 Mail Code IL1XxXxxxx Street Mailcode: IL4-0010 135-09-61 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Axxxxx Xxxxxx Telephone: 300.000.0000 Telecopy: 877.206.8409 Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 axxxxx.xxxxxx@xxxx.xxx and each Lender Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This Compliance Certificate (the “Certificate”) is being delivered pursuant to the Section 5.01(c) of that certain Credit Agreement, dated as of May 11, 2009 Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of January 26, the terms defined therein being used herein as therein defined2017, among IHS Markit Ltd. (“Holdings”), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A.Markit Group Holdings Limited, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing borrower (the “Proposed BorrowingBorrower”) ), Bank of America, N.A. as required by Section 2.4(a) agent, and the Lenders named therein. All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Credit Agreement. The undersigned, an authorized financial officer of Holdings in his capacity as such financial officer and not in his individual capacity, does hereby certify to the Administrative Agent and the Banks that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING B XXXXXXXXX XXXXX XXXXXXX & XXXXX, P.C. NEWPORT BEACH 949.725.4000 SAN FRANCISCO 415.283.2240 000 XXXXXXX XXXXXX, XXXXX X XXXXX XXXXXXX, XX 00000 XXXX.XXX SACRAMENTO 916.449.2350 SANTA XXXXXXX 805.730.6800 SAN DIEGO 858.926.3000 SANTA XXXXXX 424.214.7000 November 13, 2014 JPMorgan Chase Bank, N.A.National Association, as Administrative Agent for Agent, and the several Lenders parties to the Re: Second Amended and Restated Credit Agreement referred to below 10 X. Xxxxxxxxdated as of November 13, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 2014 Ladies and Gentlemen: The undersignedWe have acted as counsel to Deckers Outdoor Corporation, Northern Illinois Gas a Delaware corporation (the “Company”), refers to Deckers Consumer Direct Corporation, an Arizona corporation (“Consumer Direct”) and Deckers Retail, LLC, a California limited liability company (“Deckers Retail”, and collectively with Consumer Direct, each individually a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”) in connection with the Second Amended and Restated Credit Agreement, Agreement dated as of May 11November 13, 2009 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), ) among the BorrowerCompany, the Lenders parties theretoparty thereto (including JPMorgan Chase Bank, National Association), and JPMorgan Chase Bank, N.A.National Association, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, (the “Administrative Agent”). This opinion is delivered pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a4.01(b) of the Credit Agreement. The Company and the respective Guarantor Subsidiaries are sometimes referred to in this letter individually as a “Loan Party,” and collectively as the “Loan Parties.” Unless specifically defined herein or the context requires otherwise, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. In connection with the preparation of this opinion, we have examined the following documents:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF NOTICE OF BORROWING [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for Agent, and the Lenders that are parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxxx Xx., 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] TX 77002 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyCommonwealth Edison Company (the “Borrower”), refers to the Credit Agreement, dated as of May 11October 3, 2009 2007, among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, amended and restated, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a2.02(a)(i) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.02(a)(i) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B FORM OF NOTICE OF BORROWING JPMorgan Chase COMPLIANCE CERTIFICATE ________________, 20____ PNC Bank, N.A.National Association, as Administrative Agent for the Lenders parties 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Phone: (000) 000-0000 Email: xxxxxxx.xxxxxxx@xxx.xxx Each Lender party to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the that certain Revolving Credit Agreement, dated as of May 111, 2009 2024 (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among The Xxxxxx Companies, Inc., a Delaware corporation (the Borrower, the Lenders parties thereto“Company”), and JPMorgan Chase CooperVision International Limited, a private limited company registered in England and Wales with company registration number 12210296, as Borrowers, PNC Bank, N.A.National Association, as administrative agent (the “Administrative Agent for said LendersAgent”), and hereby gives you notice, irrevocably, pursuant each lender from time to Section 2.4(a) of time party thereto (the Credit Agreement that “Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the undersigned hereby requests a Borrowing under meanings assigned to them in the Credit Agreement, and in that connection sets forth below the information relating . Pursuant to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a5.01(c) of the Credit Agreement, the undersigned hereby certifies, in the capacity set forth below and not in any individual capacity, to the Administrative Agent and the Lenders as follows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D E FORM OF NOTICE OF BORROWING REQUEST , 20 JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties party to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxxx Xxxxxx, 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] Texas 77002 Attention: Mxxxxxx Xxxxxxx EmailLoan and Agency Services Group Re: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Borrowing Request Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the Credit Agreement, that certain Term Loan Agreement dated as of May 11March 9, 2009 2012 (as amended, amended and restatedsupplemented, supplemented restated or otherwise modified from time to time, the “Credit Agreement”, the ; capitalized terms defined therein being used herein as therein definedand not otherwise defined shall have the meanings given to them therein), among Medical Properties Trust, Inc., MPT Operating Partnership, L.P. (the “Borrower”), the Lenders parties theretoinstitutions from time to time party thereto as lenders, Royal Bank of Canada, as Syndication Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and (the “Administrative Agent”). The Borrower hereby gives you notice, irrevocablyirrevocably requests, pursuant to Section 2.4(a) 2.2 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and a borrowing under the Credit Agreement and, in that connection therewith, sets forth below the information relating to such Borrowing borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) pursuant to the terms of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D C-1 US-DOCS\104492297.8 Exhibit C GENON HOLDINGS, LLC FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.REQUEST Barclays Bank PLC, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. 000 Xxxxxxxxx Xxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneAttention of Xxxxxx Xxxxx Phone Number: (000) 000-0000 FaxEmail: (000) 000-0000 Xxxxxx.Xxxxx@xxxxxxxx.xxx [Date] Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyGenOn Holdings, LLC, a Delaware limited liability company (the “Borrower”), refers to the Revolving Credit Agreement, dated as of May 11December 14, 2009 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all exhibits, schedules and annexes attached thereto, the “Credit Agreement”) by and among GenOn Holdings, LLC, a Delaware limited liability company (the “Company”), the terms defined therein being used herein as therein definedlenders party thereto from time to time (the “Lenders”), among the BorrowerBarclays Bank PLC (“Barclays”), as administrative agent (in such capacity and together with its successors and assigns, the Lenders parties thereto“Administrative Agent”), and JPMorgan Chase Issuing Bank, N.A., as Administrative Agent for said Lenders, . Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such capitalized terms in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM B-1 OPINION OF NOTICE COUNSEL OF BORROWING XXXXX & XXXXXXX LLP August 1, 2012 ATTORNEYS AT LAW 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000-0000 000.000.0000 TEL 000.000.0000 FAX xxx.xxxxx.xxx CLIENT/MATTER NUMBER 012474-0132 The Lenders (as defined below) party from time to time to the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxRe: Fiserv, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Inc. Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This opinion is furnished to you pursuant to Section 4.01(b) of the Amended and Restated Credit Agreement, dated as of May 11, 2009 the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Fiserv, Inc. (the “Borrower”), the Lenders parties theretolenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent for said Lendersthe Lenders (in such capacity, the “Agent”), and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the various other parties thereto. Terms defined in the Credit Agreement that are used herein as therein defined. We have acted as special counsel for the undersigned hereby requests a Borrowing under Opinion Parties (as defined below) in connection with the preparation, execution and delivery of the Credit Agreement, the Notes and in the Subsidiary Guaranty (as defined below). In that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementconnection, we have examined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York[confirm that choice of law provision parallels the Credit Agreement]. EXHIBIT D G-1 [FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase BankXXXXXXX XXXXXXX & XXXXXXXX LLP] [ ], 2010 Citibank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to under the Credit Agreement, as hereinafter defined (the “Administrative Agent”) and The Lenders listed on Schedule I hereto Re: Credit Agreement dated as of May 113, 2009 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers (as defined below), the terms defined therein being used herein lending institutions identified in the Credit Agreement (the “Lenders”) and the Administrative Agent Ladies and Gentlemen: We have acted as therein defined), among counsel to the entities listed on Part A of Schedule II attached hereto (each a “U.S. Borrower” and together, the Lenders parties thereto“U.S. Borrowers”) and the entities listed on Part B of Schedule II attached hereto (each a “Cayman Borrower” and together, the “Cayman Borrowers”; the Cayman Borrowers and JPMorgan Chase Bankthe U.S. Borrowers being referred to herein collectively as the “Borrowers”) in connection with the preparation, N.A., as Administrative Agent for said Lenders, execution and hereby gives you notice, irrevocably, pursuant to Section 2.4(adelivery of the following documents: (i) the Credit Agreement; (ii) the Security Agreement; and (iii) the Collateral Agreement. The documents described in clauses (i) through (iii) of the previous sentence are collectively referred to herein as the “Credit Agreement that Documents”. Unless otherwise indicated, capitalized terms used but not defined herein shall have the undersigned hereby requests a Borrowing under respective meanings set forth in the Credit Agreement, and in that connection sets forth below . We have examined the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementfollowing:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D D-1 FORM OF BORROWING NOTICE OF BORROWING JPMorgan Chase Bank, N.A.TO: U.S. Bank National Association, as administrative agent (the “Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000Agent”) 000-0000 Fax: (000) 000-0000 Ladies under that certain Second Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, dated as of May 11June 22, 2009 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Extra Space Storage LP (the “Borrower”), Extra Space Storage Inc., the Lenders parties financial institutions party thereto, as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned Borrower hereby gives to the Administrative Agent a request for said Lenders, and hereby gives you notice, irrevocably, borrowing pursuant to Section 2.4(a) 2.8 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating Borrower hereby requests to such Borrowing borrow on [_______________], 20[__] (the “Proposed BorrowingBorrowing Date”) as required by Section 2.4(a) from the Lenders, on a pro rata basis, an aggregate principal amount of the Credit Agreement$[___________] in [Revolving][Tranche 1 Term][Tranche 2 Term][Tranche 3 Term][Tranche 4 Term][Tranche 5 Term][Tranche [__] Term] Loans as:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM B OPINION OF NOTICE OF BORROWING COUNSEL FOR THE LOAN PARTIES [Effective Date] To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx00 Xxxxx Xxxxxxxx Xxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxxxxxxx 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas We have acted as counsel for X.X. Xxxxxx Company, refers to a Minnesota corporation (the “Company”) and Specialty Construction Brands, Inc., a Minnesota corporation (“Specialty”; and collectively with the Company, the “Loan Parties”), in connection with (i) the Credit Agreement, Agreement dated as of May 11April 19, 2009 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerCompany, the Lenders parties theretobanks and other financial institutions identified therein as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for said LendersAgent, and hereby gives you notice(ii) those certain promissory notes dated as of April 19, irrevocably, pursuant 2010 (the “Notes”) made payable by the Company to Section 2.4(a) the order of certain of the Lenders identified in the Credit Agreement and (iii) that certain Guaranty dated as of April 19, 2010 among Specialty and the undersigned hereby requests Administrative Agent (collectively with the Credit Agreement and the Notes, the “Loan Documents”). Terms defined in the Credit Agreement are used herein with the same meanings. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations as we have deemed necessary or advisable for purposes of this opinion. As to certain matters of fact material to the opinions expressed in this letter, we have relied on the representations made in the Credit Agreement and certificates of public officials and of officers of the Loan Parties. We have not independently established the facts so relied on. We have also examined the originals or copies of the documents listed in a Borrowing certificate of an officer of the Loan Parties certifying among other things that such listed documents are (i) all of the indentures, loan or credit agreements, leases, guarantees, mortgages, security agreements, bonds, notes and other agreements or instruments (collectively, the “Existing Debt Documents”), and (ii) all of the orders, writs, judgments, awards, injunctions and decrees (collectively, the “Existing Order Documents”), in each case which affect or purport to affect the right of the Loan Parties to borrow money or to incur any other obligation of the type incurred by it under the Credit AgreementLoan Documents. As used in this opinion letter, the phrases “to our knowledge,” “known to us” or similar words mean the actual, conscious awareness on the date of this letter of Xxxxxx X. Xxxx or Xxxxxx X. Xxxx, the attorneys in our firm who have been actively involved in the negotiation or preparation of the Loan Documents or this letter. We assume with your permission and without investigation: (i) the due authorization, execution and delivery of the Loan Documents by all parties thereto other than the Loan Parties, (ii) the validity, binding effect and enforceability under applicable law of the Loan Documents against the parties thereto other than the Loan Parties, (iii) the authenticity of all documents submitted to us as originals, (iv) the genuineness of all signatures; (v) the legal capacity of natural persons, and in that connection sets forth below (vi) the information relating conformity to such Borrowing (originals of all documents submitted to us as copies and the “Proposed Borrowing”) as required by Section 2.4(a) authenticity of the Credit Agreementoriginals of such copies. Based upon the assumptions set forth above and the other limitations and qualifications set forth below, we are of the opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OPINION OF NOTICE OF BORROWING XXXXX & XXXXXXX LLP [ATTACHED] December 15, 2015 ATTORNEYS AT LAW 000 XXXX XXXXXXXXX XXXXXX XXXXXXXXX, XX 00000-0000 000.000.0000 TEL 000.000.0000 FAX xxx.xxxxx.xxx CLIENT/MATTER NUMBER 075320-0794 To each of the Lenders (as defined below) party to the Second Amended and Restated Five Year Credit Agreement dated as of the date hereof among Snap-on Incorporated, said Lenders parties thereto, and the Agent (as defined below), and to JPMorgan Chase Bank, N.A., as Administrative Agent (as defined below) for the said Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1Re: Snap-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 on Incorporated Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This opinion is furnished to you pursuant to Section 4.01(b)(i) of the Second Amended and Restated Five Year Credit Agreement, dated as of May 11, 2009 the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended Five Year Credit Agreement”, the terms defined therein being used herein as therein defined), among Snap-on Incorporated (the “Borrower”), the Lenders lenders parties theretothereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent for said LendersLenders (“Agent”). Except as otherwise indicated herein, capitalized definitional terms in this opinion have the meanings set forth in the Amended Five Year Credit Agreement. We have acted as special counsel for the Borrower in connection with the preparation, execution and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) delivery of the Credit Agreement that the undersigned hereby requests a Borrowing under the Amended Five Year Credit Agreement. In that connection, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementwe have examined:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D E FORM OF NOTICE OF BORROWING REQUEST , 20 JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties party to the Credit Agreement referred to below 10 X. Xxxxxxxx000 Xxxxxxx Xxxxxxxxxx Road, Floor 7 Mail Code IL1-0010 CxxxxxxOps 0, 0xx Xxxxx Xxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx EmailLoan and Agency Services Group Re: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Borrowing Request Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the that certain Amended and Restated Revolving Credit Agreement, and Term Loan Agreement dated as of May 11February 1, 2009 2017 (as amended, amended and restatedsupplemented, supplemented restated or otherwise modified from time to time, the “Credit Agreement”, the ; capitalized terms defined therein being used herein as therein definedand not otherwise defined shall have the meanings given to them therein), among Medical Properties Trust, Inc., MPT Operating Partnership, L.P. (the “Borrower”), the Lenders parties theretoinstitutions from time to time party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and (the “Administrative Agent”). The Borrower hereby gives you notice, irrevocablyirrevocably requests, pursuant to Section 2.4(a) [2.2] [2.3] [2.5] [2.7] of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and a borrowing under the Credit Agreement and, in that connection therewith, sets forth below the information relating to such Borrowing borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) pursuant to the terms of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D F-2 [FORM OF NOTICE OF BORROWING JPMorgan Chase BankOF] ADMINISTRATIVE QUESTIONNAIRE [See Attached] EXHIBIT G [FORM OF] SUBSIDIARY BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: , To: Bank of America, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This Subsidiary Borrower Request and Assumption Agreement is made and delivered pursuant to the Section 2.15 of that certain Credit Agreement, dated as of May 11June 21, 2009 2011 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Xxxxxxxxx Technology Corporation, a Delaware corporation (“Xxxxxxxxx”), the BorrowerSubsidiary Borrowers from time to time party thereto, the Lenders parties thereto, from time to time party thereto and JPMorgan Chase BankBank of America, N.A., as Administrative Agent for said LendersAgent, Swing Line Lender and L/C Issuer, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Subsidiary Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of (the “Subsidiary Borrower”) and Xxxxxxxxx hereby gives you noticeconfirms, irrevocably, pursuant represents and warrants to the Administrative Agent and the Lenders that the Subsidiary Borrower is a Subsidiary of Xxxxxxxxx. The documents required to be delivered to the Administrative Agent under Section 2.4(a) 2.15 of the Credit Agreement that will be furnished to the undersigned hereby requests a Borrowing under Administrative Agent in accordance with the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) requirements of the Credit Agreement:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law of the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as Administrative Agent amended (as and to the extent applicable), and other applicable law. STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page EXHIBIT B TO IHS INC. CREDIT AGREEMENT COMPLIANCE CERTIFICATE EXHIBIT B, Cover Page COMPLIANCE CERTIFICATE for the Lenders parties to the Credit Agreement referred to below 10 quarter ended __________ __, _____ To: Bank of America, N.A. 000 X. Xxxxxxxx, Floor 7 Mail Code IL1XxXxxxx Street Mailcode: IL4-0010 Cxxxxxx135-09-61 Xxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Xxxxxx Xxxxxx Telephone: 000.000.0000 Telecopy: 877.206.8409 Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxx.xxxxxx@xxxx.xxx and each Lender Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This Compliance Certificate (the “Certificate”) is being delivered pursuant to the Section 5.01(c) of that certain Credit Agreement, dated as of May 11, 2009 Agreement (as amended, amended and restatedthe “Agreement”) dated as of July 12, supplemented or otherwise modified from time to time2016, among IHS Markit Ltd. (“Holdings”), certain of its subsidiaries named therein (collectively, the “Credit Borrowers”), Bank of America, N.A. as agent, and the Lenders named therein. All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement”, . All the calculations set forth below shall be made pursuant to the terms defined therein being used herein of the Agreement. The undersigned, an authorized financial officer of Holdings in his capacity as therein defined)such financial officer and not in his individual capacity, among does hereby certify to the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit AgreementBanks that:

General Provisions. This Assignment and Assumption shall will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall will constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall will be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall will be governed by, and construed in accordance with, the law of the State of New YorkIllinois. 0YWK-314211 EXHIBIT D FORM K [Intentionally Deleted] SMRH:4847-1441-2233.18 Exhibit K 0YWK-314211 EXHIBIT L LIST OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.LEASES [to be provided] SMRH:4847-1441-2233.18 Exhibit L 0YWK-314211 Exhibit M Form of Notice of Obligations TO: U.S. Bank National Association, as Administrative Agent for the Lenders parties Via email to the Credit Xxxxxxxxxxxxxxxxxxxxxxx@xxxxxx.xxx RE: Revolving and Term Loan Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11November 2, 2009 2020 (as amended, amended and restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the between KBSIII 000 Xxxx Xxxxxxx, LLC, a Delaware limited liability company (“Borrower”), the Lenders parties party thereto, and JPMorgan Chase Bank, N.A.U.S. Bank National Association, as administrative agent (in such capacity, “Administrative Agent for said LendersAgent”; capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement) DATE: [•], and 20[•] ______________________________________________________________________________ [•] (the “Secured Party”) hereby gives you notice, irrevocablynotifies you, pursuant to Section 2.4(a) the terms of the Credit Agreement Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, Secured Party has provided Lender-Provided Swaps. [Describe nature and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) scope of Lender-Provided Swaps and related exposure] A duly authorized representative of the Credit Agreement:undersigned has executed this notice as of the day and year set forth above. [•] By: Name: [•] Title: [•] SMRH:4847-1441-2233.18 Exhibit M

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B-1 FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase BankCHIEF LEGAL OFFICER OF THE LOAN PARTIES See Attached. EXHIBIT B-2 FORM OF OPINION OF XXXX XXXXX LLP See Attached. EXHIBIT B-3 FORM OF OPINION OF XXXXX & XXXXXXXX LLP See Attached. EXHIBIT C FORM OF INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, N.A.dated , as Administrative Agent for 20 (this “Supplement”), by and among each of the Lenders parties signatories hereto, to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, originally dated as of May 11June 22, 2009 2011 and as amended and restated as of January 31, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Xxxxxxxx & Struggles International, Inc. (the Borrower“Company”), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lendersadministrative agent (in such capacity, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed BorrowingAdministrative Agent”) as required by Section 2.4(a) of the Credit Agreement:).

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties B [Form of Opinion of Counsel to the Borrower] [See attached]. EXHIBIT C [Form of Borrowing Base Certificate] BORROWING BASE CERTIFICATE Monthly accounting period ended , 20 Reference is made to the Senior Secured Term Loan Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 1120, 2009 2014 (as amended, amended further modified and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), between Corporate Capital Trust, Inc. (the “Borrower”), the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said LendersAgent. Terms defined in the Credit Agreement are used herein as defined therein. The contents of this certificate are confidential and subject to Section 9.12(b) of the Credit Agreement. Pursuant to Section 5.01(d) of the Credit Agreement, the undersigned, the of the Borrower, and as such a Financial Officer of the Borrower, hereby gives you noticecertifies on behalf of the Borrower that attached hereto as Annex 1 is (a) a complete and correct list as at the end of the monthly accounting period ended , irrevocably20 of all Portfolio Investments included in the Collateral, indicating, in the case of each such Portfolio Investment, (i) the classification thereof for purposes of Section 5.12 of the Credit Agreement, (ii) the Value thereof as determined in accordance with Section 5.12 of the Credit Agreement, (iii) whether or not such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement), (iv) the Advance Rates (as adjusted pursuant to Section 2.4(a5.13 of the Credit Agreement) applicable to each Portfolio Investment and (b) a true and correct calculation (A) of the Borrowing Base as at the end of such monthly accounting period and (B) with respect to Sections 6.03(d) and 6.04(d) of the Credit Agreement, in each case determined in accordance with the requirements of the Credit Agreement. The undersigned hereby confirms that the Company was in compliance with Sections 6.03(d) and 6.04(d) of the Credit Agreement that during the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:applicable accounting period.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 2 This [Revolving][Term A-1][Term A-2] Loan Note shall be construed in accordance with and governed by the law of the State of New York. UNIVERSAL CORPORATION By: Name: Title: [Revolving][Term A-1][Term A-2] Loan Note EXHIBIT D C FORM OF NOTICE OF BORROWING REQUEST [JPMorgan Chase Bank, N.A., N.A. as Administrative Agent for For the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx00 Xxxxx Xxxxxxxx Xxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx0xx Xxxxx Xxxxxxx, XX Xxxxxxxx 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneXxxxxxxxx Xxxxxxxx Telecopy No.: (000) 000-0000 Fax: (000) 000-0000 0000]1 [Date] Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreement, Agreement dated as of May 11December 20, 2009 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Universal Corporation (the “Borrower”), the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent for said Lenders, Agent”). This notice constitutes a Borrowing Request and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below with such request Borrower specifies the following information relating with respect to such Borrowing requested hereby: 1. Aggregate amount of Borrowing2: _________ 2. Date of Borrowing (which shall be a Business Day): _________ 3. Type of Borrowing (ABR or Eurodollar): _________ 4. Class of Borrowing (Revolving or Term): _________ 5. Interest Period (if a Eurodollar Borrowing)3: _________ 6. Location and number of Borrower’s account to which funds are to be disbursed shall be as specified in the “Proposed Borrowing”Account Designation Letter. The Borrower hereby represents and warrants that the conditions specified in paragraphs (a) as required by and (b) of Section 2.4(a) 4.02 of the Credit Agreement:Agreement are satisfied. Very truly yours, UNIVERSAL CORPORATION By: _________________________________________ Name: Title: 1 NTD: To conform to notice section. 2 Not less than $5.0 million and an integral multiple of $1.0 million. 3 Which must comply with the definition of “Interest Period” and end not later than the Maturity Date. EXHIBIT D [Intentionally Omitted]

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D D-1 - FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for XXXXXXX XXXX & XXXXXXXXX LLP [Restatement Date] EXHIBIT D-2 - FORM OF OPINION OF IN-HOUSE COUNSEL OF THE COMPANY [Restatement Date] To each of the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein definedbelow), among the BorrowerThe Interpublic Group of Companies, the Inc., said Lenders parties thereto, and JPMorgan Chase BankCitibank, N.A., as Administrative Agent for said Lenders, and hereby gives to Citibank, N.A., as Agent Credit Agreement Ladies and Gentlemen: This opinion is furnished to you notice, irrevocably, pursuant to Section 2.4(a3.01(d)(iv) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreementdated as of July 18, 2008, amended and restated as of April 23, 2010, further amended and restated as of May 31, 2011, as amended as of November 6, 2012, and in that connection sets forth below the information relating to such Borrowing as further amended and restated as of December 12, 2013 (the “Proposed BorrowingCredit Agreement”) ), among The Interpublic Group of Companies, Inc. (the “Company”), the Lenders parties thereto and Citibank, N.A., as required by Section 2.4(a) Agent for said Lenders. Terms defined in the Credit Agreement are used herein as therein defined. I have acted as General Counsel for the Company in connection with the preparation, execution and delivery of the Credit Agreement. In arriving at the opinions expressed below, I have examined the following documents:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D - FORM OF NOTICE OPINION OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for COUNSEL FOR THE BORROWER [Effective Date] To each of the Lenders parties to the 364-Day Term Loan Credit Agreement referred dated as of April 9, 2020 among Xxxxxxx Chemical Company, said Lenders and Citibank, N.A., as Agent for said Lenders, and to below 10 X. XxxxxxxxCitibank, Floor 7 Mail Code IL1-0010 CxxxxxxN.A., XX 00000 [Date] Attention: Mxxxxxx as Agent Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Chemical Company Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers This opinion is furnished to you pursuant to Section 3.01(h)(iv) of the 364-Day Term Loan Credit Agreement, dated as of May 11April 9, 2009 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxxx Chemical Company (the “Borrower”), the terms Lenders parties thereto and Citibank, N.A., as Agent for said Lenders. Terms defined therein being in the Credit Agreement are used herein as therein defined), among . I am Assistant General Counsel and Assistant Secretary of the Borrower, and offer these opinions in connection with the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under transactions contemplated by the Credit Agreement, . Capitalized terms used herein and not otherwise defined herein have the meaning given to them in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement. In connection with this opinion, I or people under my direct supervision have examined originals or copies, certified or otherwise identified to my or their satisfaction, of the following:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. EXHIBIT D B FORM OF NOTICE OF BORROWING REQUEST JPMorgan Chase Bank, N.A.N.A. Loan and Agency Services Group Floor 3, as Administrative Agent for the Lenders parties Ops 2 000 Xxxxxxx Xxxxxxxxxx Xx. Newark, DE 19713 Attention: Xxxxx Xxxxxxxx _____________ ____, 20___ Reference is made to the 364-Day Revolving Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11July 20, 2009 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorrowerMarathon Petroleum Corporation, the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned Borrower hereby requests a Borrowing under the Credit Agreementand, and in that connection connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) 2.03 of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM B-1 OPINION OF NOTICE OF BORROWING SPECIAL U.S. COUNSEL FOR THE LOAN PARTIES [Attached] Xxxxx Xxxxxxx LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000-0000 000-000-0000 October 27, 2015 To the Lenders and the Administrative Agent Referred to Below c/o JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0 Xxxxx Xxxxx Xxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxxxxxxx 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersignedThis opinion is furnished to you in connection with the execution and delivery by Bruker Corporation, Northern Illinois Gas a Delaware corporation (the “Company, refers to ”) of the Credit Agreement, Agreement dated as of May 11October 27, 2009 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), by and among the BorrowerCompany, certain foreign affiliates of the Company, the Lenders parties thereto, and agents named therein and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders(the “Agent”). This opinion is rendered to you, and hereby gives you notice, irrevocablyat the request of the Company, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a4.01(b)(i) of the Credit Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement. We have acted as special counsel to the Company and the other entities listed on Schedule 1 hereto (collectively with the Company herein called the “Loan Parties”) in connection with the preparation, execution and delivery of the Credit Agreement and the transactions contemplated therein. In connection with such representation, we have examined originals, or copies identified to our satisfaction as being true copies, of the following:

General Provisions. This Assignment and Assumption shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law lawslaw of the State of New York. __________________________ 2 Insert either clause (iv) or last sentence. 55745340_4 EXHIBIT D E-3 FORM OF NOTICE OF BORROWING JPMorgan Chase AFFILIATE ASSIGNMENT Deutsche Bank Trust Company Americas 60 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxx Facsimile: 000-000-0000 Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxMAC D 1109-019 1500 Xxxx X.X. Xxxxxx Blvd. Charlotte, Floor 7 Mail Code IL1-0010 CxxxxxxNorth Carolina 28262 Attention: Syndication Agency Services OSI Restaurant Partners, LLC [Address] 2200 Xxxxx Xxxx Xxxxx Xxxx., Xxxxx 000 Xxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email[_______________] Xxxxx Xxxx, Chief Financial and Administrative Officer and Executive Vice President Facsimile: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: [_______________] (000) 000-0000 FaxRe: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of May 11October 26, 2009 2012 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the OSI Restaurant Partners, LLC, as Borrower, OSI Holdco, Inc., the Lenders parties lenders from time to time party thereto, Deutsche Bank Trust Company Americas and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent for said LendersAgent, and the other agents and parties party thereto. Swing Line Lender and an L/C Issuer Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a10.07(k)(v) of the Credit Agreement, that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. EXHIBIT D B FORM OF NOTICE OPINION OF MCGUIREWOODS LLP [See Attached.] EXHIBIT C FORM OF BORROWING JPMorgan Chase BankREQUEST BORROWING REQUEST Date: ________, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx____ To: KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Xxx Xxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxx.xxxxxx@xxx.xxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit that certain Term Loan Agreement, dated as of May 11April 1, 2009 2020 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, the “Credit "Agreement”, "; the terms defined therein being used herein as therein defined), among NiSource Inc., a Delaware corporation (the "Borrower"), KeyBank National Association, as the Lenders Administrative Agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned . The Borrower hereby requests a Borrowing under the Credit Agreementof Loans, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF NOTICE OF BORROWING [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for Agent, and the Lenders that are parties to the Credit Agreement referred to below 10 X. Xxxxxxxx1000 Xxxxxx Xx., 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] TX 77002 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Northern Illinois Gas Exelon Generation Company, LLC (the “Borrower”), refers to the Credit Agreement, dated as of May 11October 26, 2009 2006, among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, amended and restated, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.02(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New YorkYork (including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law, but otherwise without regard to conflicts of laws principles thereof). [Reserved] EXHIBIT D FORM OF G [Form of] PREPAYMENT OPTION NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Lenders] Re: DaVita HealthCare Partners Inc. [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreement, dated as of May 11June 24, 2009 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among DaVita HealthCare Partners Inc., a Delaware corporation, as borrower (the “Borrower”), the terms Guarantors (such term and each other capitalized term used but not defined therein being used herein as therein definedhaving the meaning given it in the Credit Agreement), among the Borrower, the Lenders parties party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lendersand Collateral Agent, and hereby gives you notice, irrevocably, the other agents party thereto. Borrower has provided us with notice pursuant to Section 2.4(a2.11(e) of the Credit Agreement that the undersigned hereby requests it shall be making a Borrowing prepayment of Tranche B Term Loans under the Credit Agreement. This Prepayment Option Notice constitutes an offer by the Borrower to prepay Tranche B Term Loans in the amount listed below on the 10th Business Day following the date hereof. Please notify the Administrative Agent in writing within [ ] days whether you accept or decline this offer. Please note that failure to respond to this notice shall be deemed an acceptance of the prepayment offered to be repaid, and in that connection sets forth below the information relating as listed below. Pursuant to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.11(e) of the Credit Agreement:. Borrower shall pay (i) to the relevant Tranche B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respects of which such Lenders have accepted prepayment and (ii) to the Tranche A Lenders an amount equal to the portion of the Tranche B Prepayment Amount not accepted by Tranche B Term Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; provided that if after the application of amounts pursuant to clause (ii), any portion of the Tranche B Prepayment Amount not accepted by the Tranche B Term Loan Lenders shall remain, such amount shall be used to prepay the Tranche B Term Loans on a pro rata basis.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D I FORM OF PREPAYMENT NOTICE OF BORROWING [DATE] JPMorgan Chase BankBank N.A. Investment Bank Loan Operations 000 Xxxxxxx Xxxxxxxxxx Xxxx, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. XxxxxxxxOps2, Floor 7 Mail Code IL1-0010 Cxxxxxx3 Xxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx eFax: 000-000-0000 Telephone: 000-000-0000 Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonexxxxxx.x.xxxxxxxx@Xxxxxxxx.xxx with copy to: JPMorgan Chase Bank N.A. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx Telephone: (000) 000-0000 FaxEmail: (000) 000-0000 xxxxxx.x.xxxxxx@xxxxxxxx.xxx Re: Prepayment of Loans under the Credit Agreement Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Amended and Restated Credit Agreement, dated as of May 11June 23, 2009 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the BorroweriStar Inc., the Lenders several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent for said LendersAgent, among others. Capitalized terms used herein and hereby gives you notice, irrevocably, pursuant not defined herein shall have the meanings given thereto in the Credit Agreement. Pursuant to Section 2.4(a) [2.9(a)][2.9(b)] of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, the Borrower hereby gives irrevocable notice to the Administrative Agent that the Borrower intends to prepay [the entire outstanding principal balance of] [$[ ] in principal amount of] [Base Rate Loans][Eurodollar Loans] on [INSERT DATE OF PREPAYMENT], together with accrued interest and any fees, expenses or premiums due in that connection sets forth below accordance with the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) terms of the Credit Agreement:.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York____________________ [confirm that choice of law provision parallels the Credit Agreement]. Form of Assignment and Assumption Agreement EXHIBIT D E FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.UNENCUMBERED POOL CERTIFICATE KeyBank National Association, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx000 Xxxxxx Xxxxxx Xxxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxxx 00000 [Date] Attention: Mxxxxxx Xxxxxxx EmailXxxxxx RE: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 CHP PARTNERS, LP Ladies and Gentlemen: The undersignedundersigned is the _____________________________ of CHP Partners, Northern Illinois Gas CompanyLP, refers a Delaware limited partnership (“Borrower”), and is authorized to execute and deliver this Unencumbered Pool Certificate on behalf of Borrower pursuant to the Credit Agreement, dated as of May 1115, 2009 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties theretoeach lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and JPMorgan Chase BankKEYBANK NATIONAL ASSOCIATION, N.A.a national banking association, as Administrative Agent for said Lenders, and Agent. Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. The Borrower hereby gives delivers this Unencumbered Pool Certificate to you notice, irrevocably, pursuant to Section 2.4(a6.02(b) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below therewith hereby certifies to the information relating to such Borrowing (the “Proposed Borrowing”) Agent as required by Section 2.4(a) of the Credit Agreementfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B-1 FORM OF NOTICE OPINION OF BORROWING CHIEF LEGAL OFFICER OF THE LOAN PARTIES See Attached. XXXXXXXX & STRUGGLES Xxxxxxx X. Xxxxx Executive Vice President, General Counsel & Corporate Secretary June 22, 2011 The Administrative Agent and each Lender party to the Credit Agreement referred to below c/o JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersignedI have acted as counsel for Xxxxxxxx & Struggles International, Northern Illinois Gas Inc., a Delaware corporation (the “Company”), refers to in connection with the Credit Agreement, Agreement dated as of May 11June 22, 2009 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company, the terms defined therein being used herein as therein defined), among the BorrowerForeign Subsidiary Borrowers party thereto, the Lenders parties thereto, lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent Agent. I have also acted as counsel for said LendersXxxxxxxx & Struggles, Inc., a Delaware corporation (“HSI”), Xxxxxxxx & Struggles Latin America, Inc., an Illinois corporation (“H&S Latin America”), Xxxxxxxx & Struggles Asia-Pacific, Ltd., an Illinois corporation (“H&S Asia-Pacific”), Xxxxxxxx & Struggles Espana, Inc., an Illinois corporation (“H&S Espana”), Xxxxxxxx & Struggles Hong Kong, Ltd., an Illinois corporation (“H&S Hong Kong”), and hereby gives you noticeXxxxxxxx & Struggles Australia, irrevocablyLtd., pursuant an Illinois corporation (“H&S Australia”); together with HSI, H&S Latin America, H&S Asia-Pacific, H&S Espana, and H&S Hong Kong (collectively the “U.S. Subsidiary Guarantors” and each a “U.S. Subsidiary Guarantor,” and together with the Company, the “Credit Parties”), in connection with the Subsidiary Guaranty dated as of June 22, 2011 and executed by the U.S. Subsidiary Guarantors and Xxxxxxxx & Struggles Unternehmensberatung GmbH & Co. KG, a limited partnership organized under the laws of Germany in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Subsidiary Guaranty”). Capitalized terms used, but not otherwise defined herein, have the respective meanings given to Section 2.4(a) of them in the Credit Agreement that referred to in the undersigned hereby requests a Borrowing Subsidiary Guaranty. As to certain matters of fact material to my opinions set forth in this Opinion Letter (this “Opinion”), I, or individuals under my direction, have examined and relied upon originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable. The Administrative Agent and each Lender party to the Credit AgreementAgreement June 22, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:2011

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Each party to this Assignment and Assumption acknowledges and agrees by its execution hereof that in addition to the other exculpations contemplated by the Credit Agreement, the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred or suffered by any Person (including any party hereto) in connection with compliance or non-compliance with Section 10.07(h)(iii) of the Credit Agreement, including any purported assignment exceeding the limitation set forth therein or any assignment’s being deemed null and void thereunder. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means (including via an electronic settlement system acceptable to the Administrative Agent) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D E-2 to the Credit Agreement FORM OF AFFILIATE ASSIGNMENT NOTICE OF BORROWING JPMorgan Chase BankCitibank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxCitibank Delaware 0000 Xxxxx Xxxx OPS III Xxx Xxxxxx, XX 00000 [Date] AttentionAttn: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneAgency Operations Tel: (000) 000-0000 FaxFacsimile: (000) 000-0000 Ladies and GentlemenEmail: The undersignedXxXxxxxXxxxxxXxx@Xxxx.xxx Re: Term Loan Credit Agreement, Northern Illinois Gas Companydated as of September 30, refers 2016 (as amended by that certain First Amendment to the Credit Agreement, dated as of May 1131, 2009 (2018, and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among GFL Environmental Inc., a corporation amalgamated and existing under the laws of Ontario (the “Borrower”), the Lenders parties each Lender from time to time party thereto, and JPMorgan Chase BankCitibank, N.A., as administrative agent (in such capacity, the “Administrative Agent for said LendersAgent”), and the other parties thereto from time to time. Dear Sir: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a10.07(h)(iv) of the Credit Agreement, that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D B FORM OF NOTICE OF BORROWING REQUEST ________ ___, 201__ JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties party to the Credit Agreement referred to below 10 X. Xxxxxxxx1100 Xxxxxx Xxxxxx, 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] Texas 77002 Attention: Mxxxxxx Xxxxxxx EmailLoan and Agency Services Group Re: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Borrowing Request Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is hereby made to the that certain Credit Agreement, Agreement dated as of May 11November 22, 2009 2010 (as amended, amended and restatedsupplemented, supplemented restated or otherwise modified from time to time, the “Credit Agreement”, the ; capitalized terms defined therein being used herein as therein definedand not otherwise defined shall have the meanings given to them therein), among Healthcare Trust of America Holdings, LP (the “Borrower”), Healthcare Trust of America, Inc., the Lenders parties theretoinstitutions from time to time party thereto as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and (the “Administrative Agent”). The Borrower hereby gives you notice, irrevocablyirrevocably requests, pursuant to Section 2.4(a) [2.3] [2.5] of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and a borrowing under the Credit Agreement and, in that connection therewith, sets forth below the information relating to such Borrowing borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) pursuant to the terms of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. EXHIBIT D B FORM OF NOTICE OPINION OF MCGUIREWOODS LLP [See Attached.] EXHIBIT C FORM OF REVOLVING LOAN BORROWING JPMorgan Chase BankREQUEST REVOLVING LOAN BORROWING REQUEST Date: , N.A.To: Barclays Bank PLC, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Loan Operations 000 Xxxxxxxxx Xxxx Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX Xxx Xxxxxx 00000 [Date] AttentionAttn: Mxxxxxx Xxxxxxx Xxxxx Xxxxx – Agency Services Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 00000000000@xxx.xxxxxxx.xxx and Xxxxx.xxxxx@xxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the that certain Fifth Amended and Restated Revolving Credit Agreement, Agreement dated as of May 11February 20, 2009 2019 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to timetime in accordance with its terms, the “Credit Agreement”, ; the terms defined therein being used herein as therein defined), among between NiSource Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, Barclays Bank PLC, as the Administrative Agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned . The Borrower hereby requests a Borrowing under the Credit AgreementRevolving Borrowing, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementfollows:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [New Address] [Date] Attention: Mxxxxxx Xxxxxxx Agency Services - Carole Floyd Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phonecarole.floyd@abnamro.com xxxxx: (000) 312-992-5189 xxx: 000-0000 Fax: (000) 000-0000 3611 Ladies and GentlemenGentxxxxx: The undersigned, Northern Illinois [Noxxxxxx Xxxxxois Gas CompanyCompany or Nicor Inc.], refers to the Credit Agreement, dated as of May 11September 2, 2009 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”", the terms defined therein being used herein as therein defined), among the BorrowerBorrowers, the Lenders parties thereto, and JPMorgan Chase Bank, N.A.ABN AMRO Bank N.V., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “"Proposed Borrowing”") as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. EXHIBIT D I-2 [FORM OF OF] AFFILIATED LENDER NOTICE OF BORROWING JPMorgan Chase BankBISF Agent LLC 000 Xxxx Xxxxxx, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx00xx Xxxxx Xxx Xxxx, XX 00000 Telephone No.: 000-000-0000 Facsimile No.: 000-000-0000 Email: XXXX-XxxxxxXX@Xxxxxxxxxx.xxx XXXXxxxxxxxxxxxxxx@Xxxxxxxxxx.xxx [Date] AttentionRe: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies Amended and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Restated Credit Agreement, dated as of May 11August 25, 2009 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), by and among APA FINANCE, LLC, a Delaware limited liability company (the “Borrower”), APA FINANCE HOLDINGS, LLC, a Delaware limited liability company (the Lenders parties thereto“Equity Holder”), and JPMorgan Chase Bank, N.A.BISF AGENT LLC, as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent, Paying Agent for said Lendersand Document Custodian, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) Dear Sir or Madam: The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, irrevocably, pursuant to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a11.07(l) of the Credit Agreement:, that

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. EXHIBIT D B [FORM OF NOTICE OF OF] BORROWING REQUEST JPMorgan Chase Bank, N.A., N.A. as Administrative Agent for the Lenders parties Loan and Agency Services Group 00 Xxxxx Xxxxxxxx Xxxxxxx, XX 00000 Attention: [ ] Fax: [ ] Copy to: JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: [ ] Fax: [ ] [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers to the Credit Agreement, dated as of November 22, 2011, as amended as of May 1110, 2009 (2013 and as amended, amended and restatedrestated as of June 10, supplemented or otherwise modified from time to time, 2016 (the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Shutterfly, Inc. (the “Borrower”), the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent for said Lenders, Agent. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. This notice constitutes a Borrowing Request and the Borrower hereby gives you notice, irrevocably, pursuant to Section 2.4(a) [2.03] [2.04] of the Credit Agreement Agreement, that the undersigned hereby it requests a Borrowing under the Credit Agreement, and in that connection sets forth below therewith specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. EXHIBIT D FORM OF NOTICE OF BORROWING JPMorgan Chase Bank, N.A., as C Forms of Opinions of Counsel for the Borrower __________ 20__ To the Administrative Agent for and each of the Lenders parties party to the Credit Agreement referred to below 10 X. Xxxxxxxx, Floor 7 Mail Code IL1-0010 Cxxxxxx, XX 00000 [Date] AttentionRe: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 $198,309,583.05 Letter of Credit Agreement Ladies and Gentlemen: The undersigned, Northern Illinois Gas We have acted as special counsel to Kentucky Utilities Company, refers to a Kentucky corporation and a Virginia corporation (the “Borrower”), in connection with the $198,309,583.05 Letter of Credit Agreement, dated as of May 11April 29, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined)2011, among the Borrower, the Lenders parties theretoBanco Bilbao Vizcaya Argentaria, and JPMorgan Chase BankS.A., N.A.New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant the Lenders party thereto from time to Section 2.4(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing time (the “Proposed BorrowingAgreement”) as required ). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Agreement. We have reviewed the Agreement and the other documents executed and delivered by Section 2.4(a) the Borrower in connection with the Agreement. As to various questions of fact relevant to the opinions set forth below, we have relied, with your consent, upon certificates of public officials and officers or other employees of the Credit AgreementBorrower and its affiliates, representations and agreements of the Borrower in the Agreement and the other transaction documents, and other oral and written assurances by officers or other employees of the Borrower and its affiliates. We have assumed that the Agreement and instruments referred to in this opinion have been duly authorized, executed and delivered by all parties. In addition, we have examined such other documents and satisfied ourselves as to such other matters as we have deemed appropriate in order to render this opinion. Based on the foregoing, and subject to the qualifications hereafter mentioned, we are of the opinion that:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Annex I‑5 EXHIBIT D B‑1 FORM OF NOTICE OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx00 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Floor 7 Mail Code IL1-0010 CxxxxxxXxxxxxxx 00000 Attention: [_______________] Fax: [(___) _________] Re: WellCare Health Plans, XX 00000 Inc. [Date] Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Amended and Restated Credit Agreement, Agreement dated as of May 11July 23, 2009 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the WellCare Health Plans, Inc., a Delaware corporation (“Borrower”), the Lenders parties thereto, party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent Agent”) for said the Lenders, and hereby gives you notice, irrevocably, pursuant . Capitalized terms used but not defined herein shall have the meanings assigned to Section 2.4(a) of such terms in the Credit Agreement that Agreement. This notice constitutes a Borrowing Request and the undersigned Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below with such request the Borrower specifies the following information relating with respect to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementrequested hereby:

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkIllinois. ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) EXHIBIT D B FORM OF NOTICE OF BORROWING [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for Agent, and the Lenders that are parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxxx Xx., 10th Floor 7 Mail Code IL1-0010 CxxxxxxHouston, XX 00000 [Date] TX 77002 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phone: (000) 000-0000 Fax: (000) 000-0000 Utilities Department North American Finance Group Ladies and Gentlemen: The undersigned, Northern Illinois Gas CompanyCommonwealth Edison Company (the “Borrower”), refers to the Credit Agreement, dated as of May 11October 18, 2009 2013, among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, amended and restated, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the Lenders parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.4(a2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a2.02(a) of the Credit Agreement:

General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. ​ ​ ANNEX III-B Amended and Restated Exhibit B to Credit Agreement EXHIBIT D FORM OF NOTICE OF B [Form of] BORROWING JPMorgan Chase BankREQUEST Nordea Bank Abp, N.A.New York Branch, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 10 X. Xxxxxxxx0000 Xxxxxx xx xxx Xxxxxxxx New York, Floor 7 Mail Code IL1-0010 CxxxxxxNew York, XX 00000 [Date] 10036 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxx.x.xxxxxxx@jxxxxxxx.xxx phoneShipping, Offshore and Oil Services Telephone: (000) 000-0000 FaxEmail: (000) 000-0000 xxxxxx.xxxxxx@xxxxxx.xxx / xxxx_xx_XXXXxxx@xxxxxx.xxx Re:International Seaways Operating Corporation Ladies and Gentlemen: The undersigned, Northern Illinois Gas Company, refers Reference is made to the Credit Agreement, dated as of May 1120, 2009 2022 (as amended by that certain First Amendment to Credit Agreement, dated March 10, 2023, by that certain Second Amendment to Credit Agreement, dated as of April 26, 2024 and as may be further amended, amended and restated, supplemented modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among International Seaways, Inc., a Xxxxxxxx Islands corporation (“Holdings”), International Seaways Operating Corporation, a Xxxxxxxx Islands corporation (the “Borrower”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, Nordea Bank Abp, New York Branch, as Collateral Agent and security trustee for the Secured Parties, and the other parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and used herein shall have the meanings given to them in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, notice pursuant to Section 2.4(a) 2.03 of the Credit Agreement that the undersigned hereby it requests a Borrowing under the Credit Agreement, and that in that connection therewith sets forth below the information relating to terms on which such Borrowing (the “Proposed Borrowing”) as required by Section 2.4(a) of the Credit Agreementis requested to be made: