Common use of Requests for Loans Clause in Contracts

Requests for Loans. To request a Loan, Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Requests for Loans. To request a Loan, The Borrower (i) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in writing not later in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be or such shorter period as may has been used (which purpose shall be agreed to in accordance with the terms of Section 7.11), and (ii) a certification by the Administrative Agent) before the date chief financial or chief accounting officer of the proposed general partner of the Borrower and the chief financial or chief accounting officer of the Guarantor that the Borrower and Guarantor are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Notwithstanding anything in this Section 2.5 to the contrary, the Borrower shall be delivered by hand deliverypermitted to use the proceeds of a Loan to reimburse the Borrower for amounts paid from its own funds to acquire Real Estate, fax to develop undeveloped Real Estate (subject to the restrictions set forth in Section 8.9) or emailed pdf for Capital Improvement Projects with respect thereto. Promptly upon receipt of any such notice, the Agent shall notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this Section 2.5, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further, that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Bank as a Business Day; (iii) result of the Type Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed (a) for a Base Rate Loan in the minimum aggregate amount of $500,000 or an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingintegral multiple of $100,000 in excess thereof, then Borrower or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be deemed to have selected an Interest Period of no more than ten (10) LIBOR Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, (a) Borrower shall notify give to Agent written notice in the Administrative Agent form of such request Exhibit D-1 hereto (or telephonic notice confirmed in writing not later in the form of Exhibit D-1 hereto) of each Loan (other than a Swing Line Loan) requested hereunder (a “Loan Request”) by 12:00 noon, New York City noon (Cleveland time, ) on the Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto LIBOR Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1if applicable) month or three (3) months); (v) for such Loan and the Drawdown Date. Each such notice shall also contain a statement that the conditions to borrowing set forth in Section 4.02 §11 hereof have been satisfied satisfied. Promptly upon receipt of any such notice, Agent shall notify each of Lenders thereof. Each such Loan Request shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Loan requested from Lenders on the proposed Drawdown Date. Subject to §2.1(c)(iv), each Loan Request shall be (a) for a Base Rate Loan in full as a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than eight (8) LIBOR Rate Loans outstanding at any one time. (b) Borrower shall give to Agent and Swing Line Lender written notice in the form of Exhibit D-2 hereto (or telephonic notice confirmed in writing in the form of Exhibit D-2 hereto) of each Swing Line Loan requested hereunder (a “Request for Swing Line Loan”) by 1:00 p.m. (Cleveland time) on the Business Day of the proposed borrowing of a Swing Line Loan. On the date of the Borrowing Request; and (vi) the location requested Swing Line Loan and number of Borrower’s account subject to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender satisfaction of the details thereof and of applicable conditions set xxxxx xx §00 for all borrowings, Swing Line Lender will make the amount proceeds of such Lender’s Swing Line Loan available to be made as part of Borrower in Dollars, in immediately available funds, at the requested Borrowingaccount specified by Borrower in its Request for Swing Line Loan not later than 3:00 p.m. (Cleveland time) on such date. Each such Request for Swing Line Loan shall also contain a statement that the conditions to borrowing set forth in §11 hereof have been satisfied.

Requests for Loans. To request a LoanExcept with respect to the initial Loan on the Closing Date and Swing Loans, the Borrower (a) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible, and (b) shall give to the Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in writing not in the form of Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") no less than five (5) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the chief financial or chief accounting officer of the sole general partner of the Borrower and the chief financial or chief accounting officer of Walden that the Borroxxx xxd the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than 12:00 noonthe Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement, New York City timeprovided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a result of the Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Banks no later than three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingDrawdown Date. Each Borrowing Loan Request shall be delivered by hand delivery(a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, fax or emailed pdf (b) for a LIBOR Rate Loan in a minimum aggregate amount of the Borrowing Request and $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: no more than ten (i10) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of LIBOR Rate Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (outstanding at any one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, (a) three (3) Business Days prior to the proposed Borrowing Date of any Base Rate Loan and (or b) four (4) Eurodollar Business Days prior to the proposed Borrowing Date of any Eurodollar Rate Loan. Each such shorter period as may be agreed to by notice shall specify (i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, (iv) the Type of such Loan, and (v) the Borrowing Request purpose of such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 hereof after giving effect to such requested Loan (a "Compliance Certificate"). Within one (1) Business Day after receipt of a Loan Request, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in Section 11 of this Agreement has not been met or waived. If such a notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in Section 11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in Section 11 have been met or waived, each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed obligated to have selected an Interest Period of one month’s durationaccept the Loan requested from the Lenders on the proposed Borrowing Date. Promptly following receipt of Each Loan Request shall be in a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the minimum aggregate amount of such Lender’s Loan to be made as part $3,000,000 or an integral multiple of the requested Borrowing$1,000,000 in excess thereof.

Requests for Loans. To request a Loan, Borrower shall notify the must give to Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3) Business Days written notice (or such shorter period as may telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be agreed to advanced by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingLenders. Each such notice constitutes a “Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request Notice” hereunder and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following informationmust: (a) specify (i) the aggregate principal amount of any such Borrowing of new Base Rate Loans, and the requested Loan; date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date of on which such Loan, Eurodollar Loans are to be advanced (which shall be a Business Day; (iii) the Type first day of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period which is to be applicable thereto (one (1) month or three (3) monthsapply thereto); (v) that , and the conditions set forth in Section 4.02 have been satisfied in full as length of the date of the Borrowing Requestapplicable Interest Period; and (vib) be received by Administrative Agent not later than noon, New York time, on (i) the location and number of Borrower’s account to first Business Day preceding the day on which funds Base Rate Loans are to be disbursedmade, or (ii) the third Business Day preceding the day on which Eurodollar Loans are to be made. If no election Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the Type of a Borrowing is specified, then the requested Borrowing shall matters which are required to be deemed an ABR Loanset out in such written confirmation. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following Upon receipt of a any such Borrowing Request in accordance with this Section 2.03Notice, the Administrative Agent shall advise give each Lender prompt notice of the details thereof and of terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to Administrative Agent, at Administrative Agent’s Office, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume in its discretion that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made as part by such Lender, the greater of the requested Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for Loans. To request a Loan, The Borrower (i) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible prior to the Borrower’s proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of Exhibit D hereto (or telephonic notice confirmed in writing not in the form of Exhibit D hereto) of each Loan requested hereunder (a “Loan Request”) no later than 12:00 noon, New York City 11:00 a.m. (Cleveland time, ) three (3) Business Days prior to the proposed Drawdown Date if such Loan is to be a LIBOR Rate Loan or no later than 2:00 p.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date if such Loan is to be a Base Rate Loan. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be or such shorter period as may has been used (which purpose shall be agreed to in accordance with the terms of §7.11), and (ii) a certification by the Administrative Agent) before the date chief executive officer, chief financial or chief accounting officer of the proposed general partner of the Borrower and the chief executive officer, chief financial or chief accounting officer of the Trust that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this §2.7, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower’s other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further, that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Bank as a Business Day; (iii) result of the Type Borrower’s election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed (a) for a Base Rate Loan in the minimum aggregate amount of $500,000 or an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingintegral multiple of $100,000 in excess thereof, then Borrower or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be deemed to have selected an Interest Period of no more than five (5) LIBOR Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, The Borrower (i) shall notify Lender of a potential request for a Loan as soon as possible prior to the Administrative Agent of such Borrower’s proposed Drawdown Date, and (ii) shall give to Lender a written request for each Loan requested hereunder in a form reasonably acceptable to Lender (or telephonic notice confirmed in writing not later in such form) (a “Loan Request”) no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date (provided, however, such three (3) Business Days prior notice shall not be required with respect to the Loan funded on the Closing Date). Each such Loan Request shall specify with respect to the requested Loan the proposed principal amount and Drawdown Date. Each such Loan Request shall also contain (i) a statement as to the purpose for which such advance shall be or has been used (which purpose shall be in accordance with the terms of §2.6), (ii) a certification by Borrower containing an itemized statement of Project Costs actually incurred and paid by Borrower for which such shorter period as may be agreed to Loan Request is requested, (iii) a certification by the Administrative Agent) before Borrower and the date of Guarantors that the proposed Borrower and Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan, and (iv) the items required pursuant to §11 of this Agreement and such other information, documents and certificates as Lender may reasonably request, including, without limitation, lien waivers, invoices and architects and contractors certifications and such other disbursement, oversight, inspection and monitoring requirements and controls which are customary for construction loans for similar size projects and for similar type properties in similar geographic areas. Each Borrowing Request Lender shall be delivered by hand deliveryhave the right, fax or emailed pdf of the Borrowing Request at Borrower’s sole cost and shall be signed by Borrowerexpense, to retain a Construction Inspector to conduct such oversight, inspection, and monitoring requirements and controls. Each Borrowing Except as provided in this §2.4, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: Borrower to accept the Loan requested from the Lender on the proposed Drawdown Date. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to Lender no later than three (i3) Business Days prior to the aggregate principal amount of Drawdown Date. Borrower shall submit Loan Requests in accordance with the requested Loan; (ii) the date of such Loan, which Disbursement Schedule and Borrower shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (not submit more than one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one Loan Request per month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Requests for Loans. To request a Loan(a) With respect to Term Loan A, the Borrower shall notify deliver to the Administrative Agent of such request in writing not a Request for Loan fully executed by an Authorized Signer no later than 12:00 noon, New York City time, three (3) 5 Business Days prior to the Effective Date (or such shorter period as the Agent may be agreed agree in writing in its sole discretion). Following the Effective Date, whenever the Borrower desires that Lenders make a Term Loan (other than Term Loan A), the (b) Each Lender shall make its Term Loan available to the Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date, by wire transfer of same day funds in Dollars, at the Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Agent shall make the proceeds of the Term Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent) before Agent from Lenders to be credited to the date account of the proposed Loan and deliver a Borrowing Borrower designated in writing to the Agent by the Borrower. (c) A Request in respect of such proposed borrowing. Each Borrowing Request for Loan, once delivered to the Agent, shall not be delivered revocable by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify constitute a certification by the following information: Borrower as of the date thereof that: (i) all conditions to the aggregate principal amount making of the requested Loan; (ii) Loans set forth in Sections 4.1 and/or 4.2, as applicable, of this Agreement have been satisfied, and shall remain satisfied to the date of such Loan (both before and immediately after giving effect to such Loan); (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, which shall no Default or Event of Default has occurred and is continuing or would result from the making of the Loan to be a Business Day; made; and (iii) the Type representations and warranties of Loans to be borrowed the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to except that such materiality qualifier shall not be applicable thereto (one (1to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and making of such Loan to the same extent as though made on and as of that date (vi) both before and immediately after giving effect to such Loan), except to the location extent such representations and number of Borrower’s account warranties specifically relate to an earlier date, in which funds case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are to be disbursed. If no election qualified or modified as to “materiality” or “Material Adverse Effect” in the Type of a Borrowing is specifiedtext thereof, then the requested Borrowing which representations and warranties shall be deemed an ABR Loan. If no Interest Period is specified with respect true and correct in all respects subject to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof such qualification) on and of the amount as of such Lender’s Loan to be made as part of the requested Borrowingearlier date.

Requests for Loans. To request a Except with respect to the initial Loan, the Borrower (i) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible but not less than five (5) Business Days prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of EXHIBIT B hereto (or telephonic notice confirmed in writing not later in the form of EXHIBIT B hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date. The Agent shall promptly notify each of the Banks following the receipt of a Loan Request, but in any event not less than three (or 3) Business Days prior to the proposed Drawdown Date. Borrower shall not make a Loan Request more frequently than five (5) times each month, but will exercise its best efforts not to exceed three (3) draws each month. Each such shorter period notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 7.11), (ii) a certification by an Authorized Officer of the Administrative Agent) before Borrower and the Guarantor that since the date of the proposed Loan and deliver last Compliance Certificate delivered under this Agreement, there have been no material changes in the matters certified in such Compliance Certificate that could cause a Borrowing Request in respect Default or Event of Default to occur after giving effect to the making of such proposed borrowing. Each Borrowing Request shall be delivered Loan, and (iii) a certification by hand delivery, fax or emailed pdf an Authorized Officer of the Borrowing Request Borrower that the Borrower is and will be in compliance with Section 9.4 after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall be signed by Borrowernotify each of the Banks thereof. Each Borrowing Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; Loan in accordance with the terms of this Agreement, provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a result of the Borrower's election to revoke such Loan Request (ii) including, without limitation, the date items described in Section 4.8, as applicable, but not including any damages for lost interest earnings as a result of such Loan, which Loan not being made). Nothing herein shall be prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of a Business Day; (iii) requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an ABR Loan. If no Interest Period is specified with respect to any requested integral multiple of $100,000 in excess thereof, or (b) for a Eurodollar BorrowingRate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; PROVIDED, then Borrower HOWEVER, that there shall be deemed to have selected an Interest Period of no more than five (5) Eurodollar Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan(a) With respect to Term Loan A, the Borrower shall notify deliver to the Administrative Agent of such request in writing not a Request for Loan fully executed by an Authorized Signer no later than 12:00 noon, New York City time, three (3) 5 Business Days prior to the Effective Date (or such shorter period as the Agent may be agreed agree in writing in its sole discretion). Following the Effective Date, whenever the Borrower desires that Lenders make a Term Loan (other than Term Loan A), the Borrower shall deliver to by the Administrative Agent) before Agent a fully executed and delivered Request for Loan (which shall specify the date principal amount of the proposed Loan and deliver a Borrowing Request in respect of such the proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall must be a Business Day;) no later than 10:00 a.m. (New York City time) at least 10 days in advance of the proposed Credit Date. Except as otherwise provided herein, a Request for Loan for a Term Loan shall be irrevocable on and after the date of receipt by the Agent, and the Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Agent of any Request for Loan, the Agent shall notify each Lender of the proposed borrowing. The Agent and Lenders (i) may act without liability upon the basis of written or facsimile notice believed by the Agent in good faith to be from the Borrower (or from any Authorized Signer), (ii) shall be entitled to rely conclusively on any Authorized Signer’s authority to request a Term Loan on behalf of the Borrower until the Agent receives written notice to the contrary, and (iii) shall have no duty to verify the authenticity of the signature appearing on any written Request for Loan. (b) Each Lender shall make its Term Loan available to the Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date, by wire transfer of same day funds in Dollars, at the Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Agent shall make the proceeds of the Term Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Agent from Lenders to be credited to the account of the Borrower designated in writing to the Agent by the Borrower. (c) A Request for Loan, once delivered to the Agent, shall not be revocable by the Borrower and shall constitute a certification by the Borrower as of the date thereof that: (i) all conditions to the making of Loans set forth in Sections 4.1 and/or 4.2, as applicable, of this Agreement have been satisfied, and shall remain satisfied to the date of such Loan (both before and immediately after giving effect to such Loan); (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default has occurred and is continuing or would result from the making of the Loan to be made; and (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as representations and warranties of the date of Credit Parties contained in this Agreement and the Borrowing Request; and other Loan Documents are true and correct in all material respects (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.except that such

Requests for Loans. (a) To request a Loanan Initial Term Loan on the Effective Date, the Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3) one Business Days (or such shorter period as may be agreed to by the Administrative Agent) Day before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each such Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrowerirrevocable. Each such written Borrowing Request shall be irrevocable in substantially the form of Exhibit B and be binding on signed by the Borrower and shall specify the following information: (i) the aggregate principal amount of the requested LoanLoans; (ii) the date of such Loanborrowing, which shall be a Business Day; (iii) the Type total Credit Exposure on the date thereof (i.e., outstanding principal amount of Loans and LC Exposure without regard to be borrowed (ABR or Eurodollarthe Loans requested); (iv) if a Eurodollar Loan, pro forma total Credit Exposure (after giving effect to the initial Interest Period to be applicable thereto (one (1) month or three (3) monthsLoans requested); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (viv) the location and number of the Borrower’s account to which funds are to be disbursed. If no election as , which shall comply with the requirements of Section 2.04. (b) To request a Delayed Draw Loan prior to the Type Delayed Draw Commitment Termination Date (other than a Delayed Draw Loan under Section 2.01(c)), the Borrower shall notify the Administrative Agent and the Issuing Bank of a such request not later than 12:00 noon, New York City time, three Business Days before the date of the proposed borrowing. Each such Borrowing is specified, then Request shall be irrevocable. Each such written Borrowing Request shall be in substantially the form of Exhibit B and signed by the Borrower and shall specify the following information: (i) the aggregate amount of the requested Borrowing Loans; (ii) the date of such borrowing, which shall be deemed an ABR Loan. If no Interest Period is specified a Business Day; (iii) the total Credit Exposure on the date thereof (i.e., outstanding principal amount of Loans and LC Exposure without regard to the Loans requested); (iv) pro forma total Credit Exposure (after giving effect to the Loans requested); and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with respect the requirements of Section 2.04. (c) Each Borrowing Request shall constitute a representation that the amount of the requested Loan shall not cause the total Credit Exposures to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. exceed the total Commitments. (d) Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingborrowing.

Requests for Loans. To request a LoanExcept with respect to any 2027 Closing Date Loan on the Closing Date, the Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit D hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit D hereto) of each 2027 Delayed Draw Loan requested hereunder (a “Loan Request”) by 1:00 p.m. (Eastern time, three ) one (31) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans or Daily Simple SOFR Loans and two (2) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver Drawdown Date with respect to Term SOFR Loans, together with an updated Compliance Certificate calculated on a Borrowing Request in respect of such proposed borrowingpro forma basis. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested 2027 Delayed Draw Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1if applicable) month or three (3) months); (v) that for such Loan and the conditions set forth in Section 4.02 have been satisfied in full as Drawdown Date. Promptly upon receipt of any such notice, the Agent shall notify each of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursedLenders thereof. If no election as to the Type of a Borrowing is specified, then the requested Borrowing Each such Loan Request shall be deemed an ABR Loanirrevocable and binding on the Borrower and shall obligate the Borrower to accept the 2027 Delayed Draw Loan requested from the applicable Lenders on the proposed Drawdown Date. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then The Borrower shall be deemed liable to have selected an Interest Period of one month’s duration. Promptly following receipt each Lender for any costs or expenses incurred by such Lender in the event that they fail to borrow any requested Term SOFR LoanNothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a Borrowing requested Loan as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in accordance with this Section 2.03a minimum aggregate amount of $100,000; or (b) for a SOFR Loan in a minimum aggregate amount of $1,000,000 and minimum increments of $250,000 in excess thereof; provided, however, that (i) a 2027 Delayed Draw Loan may be in the Administrative Agent shall advise each Lender aggregate amount of the details thereof and remaining unfunded amount of the amount of such Lender’s Loan to 2027 Term Commitments and (ii) there shall be made as part of the requested Borrowingno more than five (5) Term SOFR Loans outstanding at any one time.

Requests for Loans. To request (a) The Borrower shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in a writing in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than (a) five (5) Business Days prior to the proposed Drawdown Date of such Loan. Each such notice shall specify (i) the principal amount of the Loan requested, (ii) the proposed Drawdown Date of such Loan, Borrower (iii) the Interest Period for such Loan, (iv) the Type of such Loan, (v) the permitted purpose for which such funds will be used, and (vi) in the case of a Letter of Credit, include a Letter of Credit Application, and in all cases shall be accompanied by a Compliance Certificate evidencing covenant compliance at the time of the making of such Loan and, on a pro-forma basis, after giving effect to such requested Loan. Promptly upon receipt of a Loan Request, the Agent shall notify each of the Administrative Banks thereof. Notwithstanding the maximum amount of the Total Commitment stated herein or the submission of a Loan Request, no Loan shall be required to be made by any Bank unless all of the conditions contained in [SECTION] 11 of this Agreement have been met and the Compliance Certificate delivered in connection with [SECTION] 11 is accurate. Each such notice shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date provided that the Borrower may revoke a Loan Request by written notice given to the Agent of such request in writing not later than 12:00 noon, New York City time, on or before three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingDrawdown Date. Each Borrowing Loan Request shall be delivered by hand deliveryin a minimum aggregate amount of $100,000 or an integral multiple of $100,000 in excess thereof. Upon delivery of a Loan Request in accordance with this Section 2.5(a), fax or emailed pdf each of the Borrowing Request and Banks shall be signed by Borrowerobligated to fund its Commitment Percentage of the requested Loans subject to the limitations and conditions specified in this [SECTION] 2.5 or in [SECTION] 2.1 hereof. (b) Notwithstanding anything contained in [SECTION] 2.1 or [SECTION] 2.5(a) to the contrary, the Agent and the Banks shall not be required to fund any Loan if, after giving effect thereto, the outstanding amount of Loans and Letters of Credit advanced to the Borrower or its Subsidiaries for working capital purposes would exceed $25,000,000. The Agent and the Borrower agree and acknowledge that the limitation on Loans and Letters of Credit for working capital purposes shall not include Loans for the costs of tenant improvements, capital improvements, leasing commissions, repayment of Indebtedness or other fees or closing costs. (c) Each Borrowing Loan Request for the acquisition of a Real Estate Asset shall be irrevocable and be binding on Borrower and shall specify include, in addition to the following information: information specified in [SECTION] 2.5(a) hereof, (i) a certification by the aggregate principal amount Borrower that such acquisition is consistent with the Business Plan Summary and that an environmental inspection has 20 21 been conducted in accordance with [SECTION] 7.12 hereof and, based on such inspection, the proposed Real Estate Asset to be acquired does not have potential environmental remediation costs or other environmental liabilities in excess of the requested Loan; $1,000,000, and (ii) a copy of the date of environmental site assessment report with respect to such Loan, which shall be a Business Day;Real Estate Asset. (iiid) Notwithstanding anything contained in [SECTION] 2.1 or [SECTION] 2.5(a) hereof to the Type contrary, in the event of Loans any Loan Request for the development of a Real Estate Asset, in addition to the information specified in [SECTION] 2.5(a) hereof to be borrowed (ABR or Eurodollar); (iv) if included with each Loan Request, Borrower shall also submit to the Agent a Eurodollar Loan, certification by the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) Borrower that the conditions set forth covenants contained in Section 4.02 have been satisfied in full [SECTION] 7.20 are true and correct as of the date of the Borrowing Request; and (vi) the location Loan Request and number of Borrower’s account to which funds are to will be disbursed. If no election true as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and time of the amount making of such Lender’s Loan to be made as part of the requested BorrowingLoan.

Requests for Loans. To request a Loan, The Borrower (i) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in writing not later in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three two (32) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type, the properties within the Acquisition Portfolio being acquired, if any, the Indebtedness secured directly or indirectly by such shorter period as may be agreed to properties and the acquisition cost thereof, if applicable. Each such notice shall also contain (i) a certification by the Administrative Agent) before the date chief financial officer of the Guarantor that the Guarantor and its Subsidiaries are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan, and (ii) a pro forma Compliance Certificate with such supporting information as the Agent may require adjusted in the best good faith estimate of the Borrower to give effect to the proposed advance of the Loan and deliver a Borrowing Request in respect any advance to be made under the Revolving Credit Agreement and demonstrating compliance with the covenants described therein after giving effect to the incurrence of such proposed borrowingIndebtedness. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this Section 2.5, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be (ia) for a Base Rate Loan in the minimum aggregate principal amount of the requested Loan; $250,000 or an integral multiple of $1,000,000 in excess thereof, or (iib) the date for a LIBOR Rate Loan in a minimum aggregate amount of such Loan$2,000,000 or an integral multiple of $100,000 in excess thereof; provided, which however, that there shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or no more than three (3) months); (v) LIBOR Rate Loans outstanding at any one time. In the event that Borrower shall fail to request, or shall otherwise fail to satisfy the conditions set forth in Section 4.02 have been satisfied in full as to obtaining, the disbursement of the date Total Commitment on or before 1:00 p.m. (Cleveland time) on January 30, 2006 (the "Funding Deadline"), the obligation of the Borrowing Request; and (vi) Banks to advance any undisbursed amount of the location and number of Borrower’s account Total Commitment to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingautomatically terminate.

Requests for Loans. To request a LoanExcept with respect to the initial Loan on the Closing Date and Swing Loans, Borrower the Borrowers (a) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible, and (b) shall give to the Agent written notice in the form of Exhibit H hereto (or telephonic notice confirmed in writing not in the form of Exhibit H hereto) of each Loan requested hereunder (a "Loan Request") no less than five (5) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the chief financial or chief accounting officer of the sole general partner of WDOP and the chief financial or chief accounting officer of Waldxx xxxt the Borrowers are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrowers' other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrowers by notice received by the Agent no later than 12:00 noonthe Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement, New York City timeprovided further that the Borrowers shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a result of the Borrowers' election to revoke such Loan Request. Nothing herein shall prevent the Borrowers from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan as required by this Agreement. The Borrowers may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Banks no later than three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingDrawdown Date. Each Borrowing Loan Request shall be delivered by hand delivery(a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, fax or emailed pdf (b) for a LIBOR Rate Loan in a minimum aggregate amount of the Borrowing Request and $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: no more than ten (i10) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of LIBOR Rate Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (outstanding at any one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a LoanExcept with respect to any 2027 Closing Date Loan on the Closing Date, the Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit D hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit D hereto) of each 2027 Delayed Draw Loan requested hereunder (a “Loan Request”) by 1:00 p.m. (Eastern time, three ) one (31) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and two (2) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver Drawdown Date with respect to LIBOR Rate Loans, together with an updated Compliance Certificate calculated on a Borrowing Request in respect of such proposed borrowingpro forma basis. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested 2027 Delayed Draw Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1if applicable) month or three (3) months); (v) that for such Loan and the conditions set forth in Section 4.02 have been satisfied in full as Drawdown Date. Promptly upon receipt of any such notice, the Agent shall notify each of the date Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the 2027 Delayed Draw Loan requested from the applicable Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $100,000; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $1,000,000 and minimum increments of $250,000 in excess thereof; provided, however, that (i) a 2027 Delayed Draw Loan may be in the aggregate amount of the Borrowing Request; and remaining unfunded amount of the 2027 Term Commitments and (viii) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing there shall be deemed an ABR Loan. If no Interest Period is specified with respect to more than five (5) LIBOR Rate Loans outstanding at any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a LoanExcept with respect to the initial Loan on the Closing Date and Swing Loans, the Borrower (a) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible, and (b) shall give to the Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in writing not later in the form of Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (or if applicable) and Type. Each such shorter period notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the Administrative Agent) before the date chief financial or chief accounting officer of the proposed Borrower that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a Business Day; (iii) result of the Type Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingintegral multiple of $100,000 in excess thereof, then Borrower or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be deemed to have selected an Interest Period of no more than six (6) LIBOR Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3a) two (2) Business Days prior to the proposed Borrowing Date of any Base Rate Loan other than a Swingline Loan and (or b) four (4) Eurodollar Business Days prior to the proposed Borrowing Date of any Eurodollar Rate Loan. Each such shorter period as may be agreed to by notice shall specify (i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9.1 through Section 9.8 hereof after giving effect to such requested Loan (a "Compliance Certificate"). Within one (1) Business Day after receipt of a Loan Request, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in Section 11 of this Agreement has not been met or waived. If such a notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in Section 11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in Section 11 have been met or waived, each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (ib) Notwithstanding anything contained in Section 2.5 (a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in Section 9.1 through Section 9.7 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Loan, Loan the Borrower shall notify the Administrative Agent of such request in writing writing, not later than 12:00 noon, New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingLoan. Each such Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be Request, signed by the Borrower. Each Following such confirmation, the Borrowing Request shall be irrevocable and be binding on Borrower and the Borrower. Each such written Borrowing Request shall specify the following informationinformation in compliance with Section 2.02: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar)[Reserved]; (iv) if a Eurodollar Loan, [Reserved]; (v) the initial Interest Period to be applicable thereto thereto, which shall be a period contemplated by the definition of the term “Interest Period” (one (1) month or three (3) monthsand the anticipated date of the end of such Interest Period); (vvi) that the conditions set forth in Section 4.01 and Section 4.02 have been satisfied in full as of the date of the Borrowing Requestnotice; and (vivii) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as to the Type Borrower requests a borrowing of a Borrowing is specifiedLoan, then but fails to specify an Interest Period, the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall will be deemed to have selected specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingLoan. For the avoidance of doubt, the Borrowing Request in respect of the initial Credit Extension may be delivered at any time from and after the execution and delivery of this Agreement by the parties hereto, regardless of whether the Effective Date has occurred, and though no Credit Extensions may occur until the Effective Date and until after the other applicable conditions have been waived or satisfied in accordance with this Agreement, the other duties and obligations of the parties hereto shall apply from and after the execution and delivery of this Agreement by the parties hereto (and for the avoidance of doubt from and after such execution and delivery, Commitment Fees shall begin to toll and Sections 2.12, 2.13, 2.14, 2.15 and 11.04 shall apply).

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no later than 12:00 noon, New York City 11:00 a.m. (Boston time, ) on (a) the Business Day prior to the proposed Borrowing Date of any Prime Rate Loan and (b) three (3) LIBOR Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested (and the Borrower's estimate of the Dollar Equivalent Amount thereof as to GBP Loans and Euro Loans), (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowingLoan, (iii) if the request is for a Dollar LIBOR Loan, the Interest Period for such Loan, and (iv) the Type of such Loan, provided, however, that Dollar Loans may not be requested hereunder at any time when Borrower has the ability to obtain additional loans under the Revolving Facility. Each Borrowing Loan Request shall be delivered accompanied by hand deliverya statement in the form of Exhibit C hereto signed by a Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.9.1 through ss.9.8 hereof after giving effect to such requested Loan (a "Compliance Certificate"). Within one (1) Business Day after receipt of a Loan Request, fax or emailed pdf the Agent shall provide to each of the Borrowing Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in ss.11 of this Agreement has not been met or waived. If such a notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in ss.11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in ss.11 have been met or waived, each of the Lenders shall be signed by Borrowerobligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information: Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $3,000,000, or the Dollar Equivalent Amount of such amount as to GBP Loans and Euro Loans, and shall be, at the option of the Borrower either (i) in an integral multiple of 1,000,000 units of the aggregate principal applicable Currency or (ii) in an amount of the requested Loan;applicable currency having a Dollar Equivalent Amount that is equal to an integral multiple of $1,000,000. (iib) the date of such Loan, which shall be a Business Day;Notwithstanding anything contained in ss.2.5 (iiia) to the Type contrary, in the event that the making of Loans to be borrowed (ABR or Eurodollar);a requested Loan would cause non-compliance with any of the covenants contained in ss. (iv) if a Eurodollar Loan9.1 through ss.9.7 hereof, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth Agent may, in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specifiedits sole discretion, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of reduce the amount of the Loan Request to an amount which would enable the Borrower to maintain compliance with such Lender’s otherwise defaulted covenant or covenants and Borrower shall accept the Loan made pursuant to be made as part of the requested Borrowingsuch reduced Loan Request.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request EXHIBIT D hereto (or telephonic notice confirmed in a writing not later in the form of EXHIBIT D hereto) of each Loan requested hereunder (a "LOAN REQUEST") no less than 12:00 noon, New York City time, three two (32) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect Drawdown Date of such proposed borrowingany Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify the following information: (i) the aggregate principal amount of the Tranche A Loan or Tranche B Loan requested Loan; and (ii) the date proposed Drawdown Date of such Loan, which . Each Loan Request for a Tranche A Loan shall be accompanied by a Business Day; (iii) Borrowing Base Certificate. With each Loan Request for a Tranche A Loan, the Type of Borrower shall deliver to the Agent the Required Consumer Loan Documents for the Eligible Consumer Loans to be borrowed pledged by the Borrower to the Agent and upon which such Loan Request is based so that the Borrowing Base shall exceed the outstanding amount of all Tranche A Loans (ABR or Eurodollarincluding the Tranche A Loans included in such Loan Request); . By submitting a Loan Request, the Borrower shall be deemed to represent and warrant that (ivi) if with respect to a Eurodollar Loan Request for a Tranche A Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that information in the conditions set forth in Section 4.02 have been satisfied in full most recent Borrowing Base Certificate remains true and accurate as of the date of the Borrowing such Loan Request; and , (viii) the location and number proceeds of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing such Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then used by the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.036.19.1 and the Business Plan, and (iii) that after giving effect to the requested advance, the Administrative outstanding principal amount of the Tranche A Loans will not exceed the lesser of the Tranche A Total Commitment and the Borrowing Base and the outstanding principal amount of the Tranche B Loans will not exceed the Tranche B Total Commitment. Promptly upon receipt of any such notice, the Agent shall advise notify each Lender of the details thereof Tranche A Banks and/or Tranche B Banks, as applicable, thereof. Each such notice shall be irrevocable and of binding on the Borrower and shall obligate the Borrower to accept the Loan(s) requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of such Lender’s $100,000 or an integral multiple thereof. The Borrower shall not submit more frequently than once a calendar week a Loan to be made as part of the requested BorrowingRequest for a Tranche A Loan.

Requests for Loans. To request (a) The Borrower shall give to the Agent written notice in the form of Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no later than 11:00 a.m. (Boston time) on (a) the Business Day prior to the proposed Borrowing Date of any Prime Rate Loan other than a Swingline Loan and (b) two (2) LIBOR Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (i) the principal amount of the Loan requested, (ii) the proposed Borrowing Date of such Loan, Borrower shall notify (iii) the Administrative Agent Interest Period for such Loan, and (iv) the Type of such request in writing not later than 12:00 noonLoan, New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.9.1 through ss.9.8 hereof after giving effect to such requested Loan (a "Compliance Certificate"). Within one (1) Business Day after receipt of a Loan Request, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in ss.11 of this Agreement has not been met or waived. If such a notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in ss.11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in ss.11 have been met or waived, each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. (ib) Notwithstanding anything contained in ss.2.5 (a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in ss. 9.1 through ss.9.7 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit C hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit C hereto) of each Advance of Revolving Credit Loans requested hereunder (a “Loan Request”) by 1:00 p.m. (Eastern time, ) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto LIBOR Rate Loans. Each Borrowing Loan Request shall be delivered by hand delivery, fax or emailed pdf of specify with respect to the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify requested Loan the following information: (i) the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period if such Loan is a LIBOR Rate Loan, and the Drawdown Date. Each Loan Request shall be accompanied by a Compliance Certificate evidencing compliance with §3.2 and the financial covenants set forth in §9 (calculated on a pro forma basis after giving effect to the proposed Advance and the application of the proceeds thereof in connection with any permitted transaction undertaken in connection therewith). Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Each Loan Request shall be applicable thereto irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date. The Borrower shall be liable to each Lender for any Breakage Costs of such Lender in the event that they fail to borrow any requested LIBOR Rate Loan. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Advance as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $100,000; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000. Unless otherwise approved by Agent, there shall be no more than six (6) LIBOR Rate Loans and one (1) month or three Base Rate Loan outstanding at any one time; provided, however, Agent’s disbursement of more than six (36) months); LIBOR Rate Loans and one (v1) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing Base Rate Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative approved by Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingLoans.

Requests for Loans. To request a Loan, Borrower (a) SalesLink shall notify give to the Administrative Agent of such request written notice in form and substance satisfactory to the Agent (or telephonic notice confirmed in writing not in form and substance satisfactory to the Agent) of each Revolving Credit Loan being requested hereunder (a "Loan Request") (i) no later than 12:00 noon, New York City 10:00 a.m. (Boston time, ) on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by A) the Administrative Agent) before the date principal amount of the Revolving Credit Loan being requested, (B) the proposed Drawdown Date of such Revolving Credit Loan, (C) in the event the Revolving Credit Loan being requested is a LIBOR Rate Loan, the Interest Period for such Revolving Credit Loan and deliver (D) whether such Revolving Credit Loan shall be a Borrowing Request in respect Base Rate Loan or a LIBOR Rate Loan. Promptly upon receipt of any such proposed borrowingnotice, the Agent shall notify each of the Banks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on Borrower upon the Borrowers and shall specify obligate the following information:Borrowers to accept the Revolving Credit Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of $100,000 or an integral multiple thereof. (ib) Notwithstanding the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions notice requirements set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and(S)2.2 (via) and the location minimum Revolving Credit Loan amount provisions contained in (S)2.1 and number of Borrower’s account 2.2(a), Revolving Credit Loans may be made from time to which funds are to be disbursed. If no election as time in the following manner: the Banks may make Revolving Credit Loans to the Type Borrowers by entry of a Borrowing is specified, credits by the Agent to the Borrowers' controlled disbursement account (the "Disbursement Account") with the Agent to cover checks and other charges which the Borrowers have drawn or made against such Disbursement Account. The Borrowers hereby request and authorize the Banks to make from time to time such Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. The Borrowers and the requested Borrowing shall Banks may also agree to effect such other controlled disbursement arrangements as may be deemed an ABR Loanmutually satisfactory. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period The Borrowers acknowledge and agree that the making of one month’s duration. Promptly following receipt of a Borrowing Request such Revolving Credit Loans in accordance with this Section 2.03(S)2.2(b) shall, in each case, be subject in all respects to the provisions of this Agreement as if they were Revolving Credit Loans covered by a Loan Request, including without limitation, the Administrative Agent shall advise each Lender limitations set forth in (S)2.1 and the requirement that the applicable provisions of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.(S)8

Requests for Loans. To request a Loan, Each Borrower (a) shall notify the Administrative Agent of a potential request for a Loan as soon as possible prior to such request Borrower's proposed Drawdown Date, and (b) shall give to the Agent written notice in the form of EXHIBIT B hereto (or telephonic notice confirmed in writing not in the form of EXHIBIT B hereto) of each Loan requested hereunder (a "Loan Request") no later than 12:00 noon, New York City time, 10:00 a.m. three (3) Business Days prior to the proposed Drawdown Date. The Agent shall promptly notify each of the Banks following the receipt of a Loan Request, but in any event not less than two (or such shorter period 2) Business Days prior to the proposed Drawdown Date. The Borrowers, in the aggregate, shall not make Loan Requests more frequently than ten (10) times each month, provided, however, that if multiple Borrowers join together to make a Loan Request it shall only be counted as one Loan Request. Loan Requests may be agreed made by LAMCO as the agent on behalf of the Borrowers and the Guarantors, and the Borrowers and the Guarantors hereby authorize and appoint LAMCO to act as their agent for such purposes, and in addition thereto to execute and deliver on behalf of the Borrowers and the Guarantors the Compliance Certificates, Borrowing Base reports, Letter of Credit Requests and the request for extension of the Maturity Date required pursuant to the provisions of this Agreement. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 7.11) and (ii) a certification by an Authorized Officer of LAMCO on behalf of the applicable Borrower and the Guarantors that such Persons are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof and provide each Bank with a copy of the Loan Request and all supporting documentation received by the Administrative Agent) before the date of the proposed Agent in connection therewith. Except as provided in this Section 2.6, each such Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on the applicable Borrower and shall specify obligate such Borrower to accept the following information: (i) Loan requested from the aggregate principal amount Banks on the proposed Drawdown Date, provided that, in addition to such Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by such Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of this Agreement, provided further that such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request liable in accordance with the terms of this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan Agreement to be made as part any Bank which is prepared to advance its proportionate share of the requested BorrowingLoan for any costs, expenses or damages incurred by such Bank as a result of such Borrower's election to revoke such Loan Request. Nothing herein shall prevent a Borrower from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan as required by this Agreement. A Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Banks no later than 10:00 a.m. two (2) Business Days prior to the Drawdown Date. Each Loan Request shall be for a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.

Requests for Loans. To request (i) Except as otherwise provided under this Section 2.4, whenever Borrower desires Lender to make a LoanLoan under this Agreement, Borrower Borrower's Agents shall notify the Administrative Agent give Lender prior written notice (or telephonic notice promptly confirmed in writing) of such request in writing not (a "Notice of Borrowing"). Such Notice of Borrowing shall be given by Borrower no later than 12:00 noon1:00 p.m. New York, New York City time, three Time at the office of Lender on the business day of the requested funding date of such borrowing in the case of Loans bearing interest based on the Prime Rate (3"Prime Rate Loans") Business Days and upon two (2) business days prior notice in the case of Loans bearing interest based on the LIBOR Rate. Notices received after 1:00 p.m. shall be deemed received on the next business day. Each Notice of Borrowing (or such shorter period as may be agreed to by the Administrative Agenttelephonic notice thereof) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan;borrowing and the account of Borrower to which the proceeds of such borrowing are to be disbursed. (ii) Borrower's failure to pay, within fifteen (15) days of the due date, any amount required to be paid under this Agreement or any of the Supplemental Agreements as principal, accrued interest, fees or other charges shall be deemed irrevocably to be a request for a Prime Rate Loan on the due date of, and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges. The proceeds of such Loan, which shall Loans may be a Business Day;disbursed by way of direct payment of the relevant Obligation. (iii) the Type As an accommodation to Borrower, Lender may permit telephonic requests for Loans and electronic transmittal of Loans instructions, authorizations, agreement or reports to Lender by Borrower's Agents. Unless Borrower's Agents specifically direct Lender in writing not to accept or act upon telephonic or electronic communications from Borrower's Agents, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports (in each case believed in good faith by Lender to be borrowed (ABR genuine) communicated to it telephonically or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period electronically and purporting to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as sent to Lender by Borrower's Agents and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingperson sending it.

Requests for Loans. To request a Loan, (a) Borrower shall notify give to Agent written notice in the Administrative Agent form of such request Exhibit D-1 hereto (or telephonic notice confirmed in writing not later in the form of Exhibit D-1 hereto) of each Loan (other than a Swing Line Loan) requested hereunder (a “Loan Request”) by 12:00 noon, New York City noon (Cleveland time, ) on the Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto LIBOR Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1if applicable) month or three (3) months); (v) for such Loan and the Drawdown Date. Each such notice shall also contain a statement that the conditions to borrowing set forth in Section 4.02 §11 hereof have been satisfied satisfied. Promptly upon receipt of any such notice, Agent shall notify each of Lenders thereof. Each such Loan Request shall be irrevocable and binding on Borrower and shall obligate Borrower to accept the Loan requested from Lenders on the proposed Drawdown Date. Subject to §2.1(c)(iv), each Loan Request shall be (a) for a Base Rate Loan in full as a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than eight (8) LIBOR Rate Loans outstanding at any one time. (b) Borrower shall give to Agent and Swing Line Lender written notice in the form of Exhibit D-2 hereto (or telephonic notice confirmed in writing in the form of Exhibit D-2 hereto) of each Swing Line Loan requested hereunder (a “Request for Swing Line Loan”) by 1:00 p.m. (Cleveland time) on the Business Day of the proposed borrowing of a Swing Line Loan. On the date of the Borrowing Request; and (vi) the location requested Swing Line Loan and number of Borrower’s account subject to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender satisfaction of the details thereof and of applicable conditions set fxxxx xx §00 for all borrowings, Swing Line Lender will make the amount proceeds of such Lender’s Swing Line Loan available to be made as part of Borrower in Dollars, in immediately available funds, at the requested Borrowingaccount specified by Borrower in its Request for Swing Line Loan not later than 3:00 p.m. (Cleveland time) on such date. Each such Request for Swing Line Loan shall also contain a statement that the conditions to borrowing set forth in §11 hereof have been satisfied.

Requests for Loans. To request a Loan, the Borrower shall notify the Administrative Agent of such request in writing by telephone, not later than 12:00 noon, noon New York City time, three (3) one Business Days (or such shorter period as may be agreed to by the Administrative Agent) Day before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingLoan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each such telephonic Borrowing Request shall be irrevocable and shall be binding on Borrower confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following informationinformation in compliance with Section 2.02: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans current total Revolving Credit Exposures (without regard to be borrowed the requested Loan) and the pro forma total Revolving Credit Exposures (ABR or Eurodollargiving effect to the requested Loan); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (viiv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as Each Borrowing Request shall also contain a certificate from the Borrower (1) demonstrating Borrower’s and each Subsidiary’s compliance with the Budget (subject to the Type Variances), (2) certifying that Borrower and the Subsidiaries shall apply the proceeds of the Loans only in compliance with the Budget (subject to the Variances), and (3) containing a Borrowing is specifiedcomparison of the expenditures set for the in the Budget, as then updated, to actual expenditures for the requested Borrowing shall be deemed an ABR Loanmost recent week then ended, if not then or previously provided for the most recent week end, all certified by a Responsible Officer, in form and substance satisfactory to the Administrative Agent. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Each Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of constitute a representation that the amount of such Lender’s Loan to be made as part of the requested BorrowingLoan shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the Aggregate Maximum Credit Amounts). Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Borrower may make no more than one Borrowing Request per week hereunder.

Requests for Loans. To request a Loan(a) With respect to Term Loan A, the Borrower shall notify deliver to the Administrative Agent of such request in writing not a Request for Loan fully executed by an Authorized Signer no later than 12:00 noon, New York City time, three (3) 5 Business Days prior to the Effective Date (or such shorter period as the Agent may be agreed agree in writing in its sole discretion). Following the Effective Date, whenever the Borrower desires that Lenders make a Term Loan (other than Term Loan A), the Borrower shall deliver to by the Administrative Agent) before Agent a fully executed and delivered Request for Loan (which shall specify the date principal amount of the proposed Loan and deliver a Borrowing Request in respect of such the proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall must be a Business Day) no later than 10:00 a.m. (New York City time) at least 10 days in advance of the proposed Credit Date. Except as otherwise provided herein, a Request for Loan for a Term Loan shall be irrevocable on and after the date of receipt by the Agent, and the Borrower shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by the Agent of any Request for Loan, the Agent shall notify each Lender of the proposed borrowing. The Agent and Lenders (i) may act without liability upon the basis of written or facsimile notice believed by the Agent in good faith to be from the Borrower (or from any Authorized Signer), (ii) shall be entitled to rely conclusively on any Authorized Signer’s authority to request a Term Loan on behalf of the Borrower until the Agent receives written notice to the contrary, and (iii) shall have no duty to verify the authenticity of the signature appearing on any written Request for Loan. (b) Each Lender shall make its Term Loan available to the Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date, by wire transfer of same day funds in Dollars, at the Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, the Agent shall make the proceeds of the Term Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Agent from Lenders to be credited to the account of the Borrower designated in writing to the Agent by the Borrower. (c) During the Term Loan B Commitment Period, drawings under the Term Loan B Commitments shall be made in an aggregate minimum amount of $20,000,000. No drawings under the Term Loan B Commitments shall be made during the 60 day period following the immediately preceding Credit Date. (d) During the Term Loan C Commitment Period, drawings under the Term Loan C Commitments shall be made in an aggregate minimum amount of $5,000,000. (e) A Request for Loan, once delivered to the Agent, shall not be revocable by the Borrower and shall constitute a certification by the Borrower as of the date thereof that: (i) all conditions to the making of Loans set forth in Sections 4.1 and/or 4.2, as applicable, of this Agreement have been satisfied, and shall remain satisfied to the date of such Loan (both before and immediately after giving effect to such Loan); (ii) at the time of and after giving effect to the making of such Loan and the application of the proceeds thereof, no Default or Event of Default has occurred and is continuing or would result from the making of the Loan to be made; and (iii) the Type representations and warranties of Loans to be borrowed the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to except that such materiality qualifier shall not be applicable thereto (one (1to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and making of such Loan to the same extent as though made on and as of that date (vi) both before and immediately after giving effect to such Loan), except to the location extent such representations and number of Borrower’s account warranties specifically relate to an earlier date, in which funds case such representations and warranties shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are to be disbursed. If no election qualified or modified as to “materiality” or “Material Adverse Effect” in the Type of a Borrowing is specifiedtext thereof, then the requested Borrowing which representations and warranties shall be deemed an ABR Loan. If no Interest Period is specified with respect true and correct in all respects subject to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof such qualification) on and of the amount as of such Lender’s Loan to be made as part of the requested Borrowingearlier date.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a “Loan Request”) no less than 12:00 noon, New York City time, (a) one (1) Business Days prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9.1 through §9.7 hereof after giving effect to such requested Loan (a “Compliance Certificate”). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 12:30 PM Boston time on the next succeeding Business Day), notify the Agent if it believes that any of the conditions contained in §11 of this Agreement has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in §11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in §11 have been met or waived, or, in any event, if all conditions in §11 have in fact been met or waived, Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $2,000,000 or an integral multiple of $500,000 in excess thereof. (ib) Notwithstanding anything contained in §2.5 (a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in §9.1 through §9.7 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a LoanExcept with respect to the initial Loans on the Closing Date, the Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit E hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit E hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time, ) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto Revolving Credit LIBOR Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Revolving Credit Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Revolving Credit Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Revolving Credit Loan, the initial Interest Period (if applicable) for such Revolving Credit Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be applicable thereto used (one which purpose shall be in accordance with the terms of §2.9) and (1ii) month a certification by the chief financial officer or three chief accounting officer of Borrower (3) months); (vor of the REIT) that the conditions set forth Borrower and Guarantors (including any Unencumbered Property Subsidiary) are and will be in Section 4.02 have been satisfied in full as compliance with all covenants under the Loan Documents after giving effect to the making of such Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the date Revolving Credit Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date; provided, that such Loan Request may be revoked or modified that is contingent, if notice of such contingency has been provided pursuant to this Section and is contingent on the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type consummation of a Borrowing is specifiedrefinancing or other transaction that does not close on the originally anticipated closing date; provided, then further, that Borrower shall remain liable for any Breakage Costs. Nothing herein shall prevent the Borrower from seeking recourse against any Revolving Credit Lender that fails to advance its proportionate share of a requested Borrowing Revolving Credit Loan as required by this Agreement. Each Revolving Credit Loan Request shall be deemed (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingintegral multiple of $100,000.00 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof; provided, then Borrower however, that there shall be deemed to have selected an Interest Period of no more than eight (8) LIBOR Rate Loans (whether Revolving Credit Loans or Term Loans) outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request (a) Terex, on behalf of itself and each of the other Borrowers, shall give to the Agent written notice in the form of Exhibit C attached hereto (or telephonic notice confirmed in a Loan, Borrower shall notify writing in the Administrative Agent form of such request in writing not later Exhibit C attached hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, (a) one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Drawdown Date of such Loan, (iii) the Interest Period for such Loan and deliver a Borrowing Request in respect (iv) the Type of such proposed borrowingLoan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on Borrower the Borrowers and shall specify obligate the following information:Borrowers to accept the Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple thereof. (ib) Notwithstanding the aggregate principal notice and minimum amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions requirements set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi2.6(a) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request hereof but otherwise in accordance with the terms and conditions of this Credit Agreement, FNBB may, in its sole and absolute discretion and without conferring with the other Banks, make Loans to the Borrowers (i) by the entry of credits to the Operating Account to cover checks or other charges which a Borrower has drawn or made against such account, (ii) to fund the Reimbursement Obligations of the Borrowers pursuant to Section 4.2 hereof, or (iii) in an amount as otherwise requested by the Borrowers. Each of the Borrowers hereby requests and authorizes FNBB to make from time to time such Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. Each of the Borrowers acknowledges and agrees that the making of such Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 hereof and the requirements that the applicable provisions of Section Section 11 and 12 hereof, in the case of Loans made on the Closing Date, and Section 12 hereof, in the case of all Loans, be satisfied. All actions taken by FNBB pursuant to the provisions of this Section 2.032.6(b) shall be conclusive and binding on the Borrowers absent FNBB's gross negligence, willful misconduct or fraud. Loans made pursuant to this Section 2.6(b) shall be Base Rate Loans until converted in accordance with the Administrative Agent shall advise each Lender provisions of the details thereof and Credit Agreement and, prior to a Settlement, interest payable on such Loans shall be for the account of the amount FNBB and payment of principal on such Lender’s Loan to be made as part Loans shall for the account of the requested BorrowingFNBB.

Requests for Loans. To request a Loan, The Borrower (i) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible prior to the Borrower’s proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of Exhibit D hereto (or telephonic notice confirmed in writing not in the form of Exhibit D hereto) of each Loan requested hereunder (a “Loan Request”) no later than 12:00 noon, New York City 11:00 a.m. (Cleveland time, ) three (3) Business Days (or one (1) Business Day with respect to the initial advance) prior to the proposed Drawdown Date if such shorter period Loan is to be a LIBOR Rate Loan or no later than 2:00 p.m. (Cleveland time) one (1) Business Day (or prior to noon on the Business Day of the requested advance, with respect to the initial advance) prior to the proposed Drawdown Date if such Loan is to be a Base Rate Loan. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to or has been used (which purpose shall be in accordance with the terms of §7.11), and (ii) a certification by the Administrative Agent) before the date chief executive officer, chief financial or chief accounting officer of the proposed general partner of the Borrower and the chief executive officer, chief financial or chief accounting officer of the Trust that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this §2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower’s other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further, that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Bank as a Business Day; (iii) result of the Type Borrower’s election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed (a) for a Base Rate Loan in the minimum aggregate amount of $500,000 or an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingintegral multiple of $100,000 in excess thereof, then Borrower or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be deemed to have selected an Interest Period of no more than two (2) LIBOR Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request The Borrowers shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed by telecopy on the same Business Day in the form of Exhibit B hereto) of each Loan requested hereunder (a Loan, Borrower shall notify the Administrative Agent "Loan and Letter of such request in writing Credit Request") not later than 12:00 noon(a) 11:00 a.m. (Boston time) on the day of the proposed Drawdown Date of any Loan which is a Base Rate Loan, New York City or (b) 1:00 p.m. (Boston time, ) three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Loan, or (or c) 1:00 p.m. (Boston time) on the proposed Drawdown Date of funding of any Swing Line Loan, provided, however, that the Borrowers shall not request any Eurodollar Rate Loan having an Interest Period longer than one (1) month until the date which is ninety (90) days following the Closing Date. Each such shorter period as may notice shall be agreed to given by the Administrative Agent) before Borrowers and shall specify the date principal amount of the proposed Loan requested, if a Revolving Credit Loan, whether such Revolving Credit Loan is a Base Rate Loan or a Eurodollar Loan, the Drawdown Date of such Loan and deliver shall include a Borrowing current Loan and Letter of Credit Request in respect of such proposed borrowingreflecting the Maximum Drawing Amount and the outstanding Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf Loan and Letter of the Borrowing Request and shall be signed by Borrower. Each Borrowing Credit Request shall be irrevocable and be binding on Borrower the Borrowers and shall specify obligate the following information: (i) Borrowers to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date. Each of the requested Loan; (ii) representations and warranties made by or on behalf of the date of such Loan, which Borrowers to the Banks or the Agent in this Credit Agreement or any other Loan Document shall be a Business Day; (iii) the Type true and correct in all material respects when made and shall, for all purposes of Loans this Credit Agreement, be deemed to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full repeated on and as of the date of the Borrowing Request; and submission of any Loan and Letter of Credit Request and on and as of the Drawdown Date of such Loan, or the date of issuance of such Letter of Credit (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as except to the Type extent of a Borrowing is specifiedchanges resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, then or to the requested Borrowing shall be deemed extent that such representations and warranties expressly relate solely to an ABR Loanearlier date). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative The Agent shall advise promptly notify each Lender Bank of each Loan and Letter of Credit Request (other than requests for Swing Line Loans only) received by the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingAgent.

Requests for Loans. To request (a) The Borrower shall give to the Applicable Agent written notice in the form of Exhibit I hereto (or telephonic notice confirmed in a writing in the form of Exhibit I hereto) of each Loan requested hereunder (a "Loan Request") no less than (i) one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (ii) two (2) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (A) the principal amount of the Loan requested, (B) the proposed Drawdown Date of such Loan, Borrower (C) the Interest Period for such Loan, (D) the nature of such Loan as a Dollar Facility Loan or a Gold Loan, and (E) the Type of such Loan. Promptly upon receipt of any such notice, the Applicable Agent shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date each of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingApplicable Banks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information:Borrower to accept the Loan requested from the Applicable Banks on the proposed Drawdown Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate amount of $500,000.00 or an integral multiple thereof, and each Loan Request for a Eurodollar Rate Loan shall be in a minimum aggregate amount of $500,000.00 or an integral multiple of $500,000.00 in excess thereof. (b) Notwithstanding the notice and minimum amount requirements set forth in ss.8.3 (a) but otherwise in accordance with the terms and conditions of this Credit Agreement, the Applicable Agent may, in its sole discretion and without conferring with the Applicable Banks, make Revolving Credit Loans or, as the case may be, Gold Loans, to the Borrower (i) by entry of credits to the aggregate principal amount of Borrower's operating account(s) (No(s). 523-02282) (the requested Loan; "Operating Accounts") with the Dollar Agent to cover checks or other charges which the Borrower has drawn or made against such account, (ii) in payment of any amounts due and payable by the date Borrower hereunder (the Borrower hereby consenting to the automatic making of such LoanLoans by the Applicable Agent in payment of any such amounts, which shall be a Business Day; and the Applicable Agent hereby agreeing to give notice to the Borrower promptly after the making of any such Loans in payment of any such amounts), or (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full an amount as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the otherwise requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.by

Requests for Loans. To request a Loan, Loan the applicable Borrower shall notify the Administrative Agent of such request in writing writing, not later than 12:00 noon9:00 a.m., New York City London time, three (3) two Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingLoan. Each The Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be Request, signed by the applicable Borrower. Each Following such confirmation, the Borrowing Request shall be irrevocable and be binding on Borrower and the Borrower. Each such written Borrowing Request shall specify the following informationinformation in compliance with Section 2.02: (i) the name and jurisdiction of the applicable Borrower; (ii) the aggregate principal amount of the requested Loan; (iiiii) the date of such Loan, which shall be a Business Day (which must be followed a consecutive calendar day which is a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto thereto, which shall be a period contemplated by the definition of the term “Interest Period” (one (1) month or three (3) monthsand the anticipated date of the end of such Interest Period which may not continue after the relevant Maturity Date then in effect); (v) that the conditions set forth in Section 4.02 4.01 have been satisfied in full as of the date of the Borrowing Requestnotice; and (vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04. If no election as to the Type any Borrower requests a borrowing of a Borrowing is specifiedLoan, then the requested Borrowing shall be deemed but fails to specify an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar BorrowingPeriod, then such Borrower shall will be deemed to have selected specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, and no later than three Business Days prior to the date of such Loan, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingLoan. For the avoidance of doubt, the Borrowing Request may be delivered at any time from and after the execution and delivery of this Agreement by the parties hereto, regardless of whether the Effective Date has occurred, and though no Credit Extensions may occur until the Effective Date and until after the other applicable conditions have been waived or satisfied in accordance with this Agreement, the other duties and obligations of the parties hereto shall apply from and after the execution and delivery of this Agreement by the parties hereto (and for the avoidance of doubt from and after such execution and delivery, Commitment Fees shall begin to toll and Sections 2.12, 2.13, 2.14, 2.15 and 10.04 shall apply).

Requests for Loans. To request (a) The Borrowers, or either of them, shall give to the Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in a Loan, Borrower shall notify writing in the Administrative Agent form of such request in writing not Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") no later than 12:00 noon, New York City (i) 11:30 a.m. (Boston time, ) on the proposed Drawdown Date of any Base Rate Loan and (ii) 10:00 a.m. (Boston time) at least three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by A) the Administrative Agent) before the date principal amount of the Loan requested, (B) the proposed Drawdown Date of such Loan, (C) the Interest Period for such Loan and deliver a Borrowing Request in respect (D) the Type of such proposed borrowingLoan. Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on Borrower the Borrowers and shall specify obligate the following information:Borrower requesting the Loan to accept the Loan requested from the Lenders on the proposed Drawdown Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate amount of $100,000, and each Loan Request for a Eurodollar Rate Loan shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. (ib) the aggregate principal amount appropriate entries of such credits sufficient to cover checks and other charges then presented. Each of the requested Loan; (ii) Borrowers acknowledges and agrees that the date making of such LoanLoans shall, which shall in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Loans covered by a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar LoanLoan Request including, without limitation, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions limitations set forth in Section 4.02 have been satisfied 2.1 and the requirements that the applicable provisions of Sections 11 and 12, in full as the case of Loans made on the date Closing Date, and Section 12, in the case of all Loans, be satisfied. All actions taken by the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Agent pursuant to the Type provisions of a Borrowing is specified, then the requested Borrowing this Section 2.6(b) shall be deemed an ABR Loanconclusive and binding on the Borrowers absent the Agent's gross negligence or willful misconduct. If no Interest Period is specified with respect Loans made pursuant to any requested Eurodollar Borrowing, then Borrower this Section 2.6(b) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request Base Rate Loans until converted in accordance with this Section 2.03, the Administrative Agent shall advise each Lender provisions of the details thereof and Credit Agreement and, prior to a Settlement, such interest shall be for the account of the amount of such Lender’s Loan to be made as part of the requested BorrowingAgent.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit D hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit D hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time, ) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto LIBOR Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Revolving Credit Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Revolving Credit Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Revolving Credit Loan, the initial Interest Period to (if applicable) for such Revolving Credit Loan, whether such Revolving Credit Loan shall be applicable thereto (one (1) month a Tranche A Loan, a Tranche B Loan or three (3) months); (v) that a Tranche C Loan, and the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursedDrawdown Date. If no election Each such notice shall also contain a general statement as to the Type of a Borrowing is specified, then the requested Borrowing purpose for which such advance shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower used (which purpose shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03the terms of §2.9). Promptly upon receipt of any such notice, the Administrative Agent shall advise notify each Lender of the details thereof Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of the a requested Revolving Credit Loan as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of such Lender’s $500,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an integral multiple of $100,000.00 in excess thereof; provided, however, that there shall be no more than eight (8) LIBOR Rate Loans relating to be made as part of the requested BorrowingRevolving Credit Loans outstanding at any one time.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit E hereto (or telephonic notice confirmed in writing not later than 12:00 noonin the form of Exhibit E hereto) of each Revolving Credit Loan or Term Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and Term Base Rate Loans, New York City time, and three (3) Business Days prior to the proposed Drawdown Date with respect to Benchmark Revolving Credit Loans and Benchmark Term Loans (provided, however, with respect to the Loan Request to be given by Borrower in connection with the closing of the Second Amendment, the Borrower may submit such Loan Request for Benchmark Revolving Credit Loans to the Agent by 3:00 p.m. (Cleveland time) two (2) Business Days prior to the proposed Drawdown Date). Each such notice shall specify with respect to the requested Loan the proposed principal amount of such Loan, whether such Loan is a Revolving Credit Loan or Term Loan, the Type of Loan (provided that all Alternative Currency Loans shall be Benchmark Loans), the Currency in which such shorter period Loan is to be made, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (a) a general statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of §2.9) and (b) a certification by the Administrative Agent) before the date chief executive officer, president or chief financial officer of the proposed Borrower that the Borrower and Guarantors (including any Unencumbered Property Subsidiary) are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders or Term Loan Lenders, as the case may be, of such Loan Request. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: Borrower to accept the Loan requested from the applicable Lenders on the proposed Drawdown Date (i) provided, however, with respect to the aggregate principal amount Loan Request to be given by Borrower in connection with the closing of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar LoanSecond Amendment, the initial Interest Period Borrower may, upon prior written notice (or telephonic notice confirmed in writing) given to be applicable thereto the Agent no later than 1:00 p.m. (Cleveland time) one (1) month Business Day prior to the proposed Drawdown Date specified in such Loan Request, revoke such Loan Request or three modify such Loan Request to select a later Drawdown Date). Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan Request shall be (3x) months); for a Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (vy) for a Benchmark Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; provided, however, that there shall be no more than eight (8) Benchmark Loans outstanding at any one time. Any consent given by a Lender to the conditions set forth Agent to fund in Section 4.02 have been satisfied in full as a particular Alternative Currency shall be binding on such Lender and the Agent may conclusively assume the effectiveness thereof absent receipt of notice to the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursedcontrary from any such Lender. If no election as Borrower fails to the Type of specify a Borrowing is specifiedCurrency in a Loan Request requesting a Loan, then the requested Borrowing Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request made in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingDollars.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit H hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit H hereto) of the Loan requested hereunder (a "Loan Request") by 9:00 a.m. (Boston time, ) on the Business Day of the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request Drawdown Date with respect to LIBOR Rate Loans; provided that in respect of any event such proposed borrowing. Each Borrowing Request notice shall be delivered by hand delivery, fax or emailed pdf such date as will result in the Borrower receiving the proceeds of the Borrowing Request and shall be signed by BorrowerLoan on or before March 28, 2003. Each Borrowing Request shall be irrevocable and be binding on Borrower and Such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Such notice shall also contain (i) a statement that the purpose for such Loan shall be to repay the Maturing Notes, (ii) an authorization to the Agent permitting Agent to disburse the amount of the requested Loan directly to the Trustee (or other paying agent) under the Indenture relating to the Maturity Notes, (iii) a certification by the chief financial officer or chief accounting officer of the Borrower that the Borrower and the Guarantors are and will be applicable thereto in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Except as provided in this Section 2.7, the Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date; provided that, in addition to the Borrower's other remedies against any Lender which fails to advance its proportionate share of the requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Lender fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement; and provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Lender which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Lender as a result of the Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of the requested Loan as required by this Agreement. The Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than four (4) LIBOR Rate Loans outstanding at any one time. Notwithstanding anything to the contrary contained herein, the Borrower acknowledges and agrees that it shall only have the right to submit one (1) month or three (3) months); (v) Loan Request hereunder, that the conditions set forth in Borrower shall not have the right to request any additional Loans after submission of such Loan Request, and that such Loan Request must be submitted so as to comply with the terms of this Section 4.02 2.7. No Lender shall have been satisfied in any obligation to make any Loan after March 28, 2003. In the event the Borrower does not request the full as amount of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account aggregate Commitments, each Lender's Commitment shall automatically be reduced to which funds are an amount equal to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's Commitment Percentage multiplied by the amount of such Lender’s the Loan to be made as part of requested in the requested BorrowingLoan Request.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request EXHIBIT C hereto (or telephonic notice confirmed in a writing not later in the form of EXHIBIT C hereto) of each Loan requested hereunder (a "LOAN REQUEST") no less than 12:00 noon, New York City time, three two (32) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect Drawdown Date of such proposed borrowingany Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify the following information: (i) the aggregate principal amount of the Loan requested Loan; and (ii) the date proposed Drawdown Date of such Loan, which . Each Loan Request shall be accompanied by a Business Day; Borrowing Base Certificate. With each Loan Request, the Borrower shall deliver to the Agent the Required Consumer Loan Documents for the Eligible Consumer Loans and the Required Eligible Inventory Documents for the Intervals to be pledged by the Borrower to the Agent and upon which such Loan Request is based so that the Borrowing Base shall exceed the outstanding amount of all Loans (iiiincluding the Loans included in such Loan Request). By submitting a Loan Request, the Borrower shall be deemed to represent and warrant that (i) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, information in the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full most recent Borrowing Base Certificate remains true and accurate as of the date of the Borrowing such Loan Request; and , (viii) the location and number proceeds of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing such Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then used by the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.036.19.1, and (iii) that after giving effect to the requested advance, the Administrative outstanding principal amount of the Loans will not exceed the lesser of the Total Commitment and the Borrowing Base. Promptly upon receipt of any such notice, the Agent shall advise notify each Lender of the details thereof Banks thereof. Each such notice shall be irrevocable and of binding on the Borrower and shall obligate the Borrower to accept the Loan(s) requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of such Lender’s $100,000 or an integral multiple thereof. The Borrower shall not submit more frequently than once a calendar week a Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Loan, (a) Borrower shall notify give to Agent written notice in the Administrative Agent form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, (a) one (1) Business Days prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in § 9.1 through § 9.7 hereof after giving effect to such requested Loan (a "Compliance Certificate"). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 10:30 A.M. California time on the next succeeding Business Day), notify Agent if it believes that any of the conditions contained in § 11 of this Agreement has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in § 11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in § 11 have been met or waived, or, in any event, if all conditions in § 11 have in fact been met or waived, Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on Borrower and Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Borrower's initial Loan Request shall be in an amount of not less than $75,000,000. (ib) Notwithstanding anything contained in § 2.5(a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in § 9.1 through § 9.7 hereof, Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) the date of Loan Request to an amount which would enable Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. (a) To request a Eurodollar Loan, the Borrower shall notify the Administrative Agent of such request in writing by telephone not later than 12:00 noon, New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingLoan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing such telephonic Loan Request shall be irrevocable and shall be binding on Borrower confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Loan Request signed by the Borrower. Each such telephonic and written Loan Request shall specify the following informationinformation in compliance with Section 2.02: (i) the aggregate principal amount of the requested such Loan; (ii) the date of such LoanLoan is to be made, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (viiii) the location and number of the Borrower’s account to which funds are to be disbursed. If no election as disbursed pursuant to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s durationSection 2.05. Promptly following receipt of a Borrowing Loan Request in accordance with this Section 2.03, the Administrative Agent shall advise each the Initial Lender of the details thereof and of the principal amount of such the Initial Lender’s Loan to be made as part requested. (b) If the Issuing Bank makes an LC Disbursement during the Availability Period and the conditions to a Credit Event under Section 3.02 are met at such time, then the Borrower shall be deemed to have made a request for an ABR Loan to be made immediately in the principal amount of such LC Disbursement and, subject to subsection (c) of this Section, on the second Business Day after such ABR Loan is made the Borrower shall be deemed to have made a request for a Eurodollar Loan to be made on the fifth Business Day after such ABR Loan is made unless the Borrower notifies the Administrative Agent on or before such second Business Day after the ABR Loan is made that the Borrower intends to repay such ABR Loan and not borrow a Eurodollar Loan on such fifth Business Day. The Borrower irrevocably directs the Initial Lender to apply the proceeds of such ABR Loan to reimburse the Issuing Bank for such LC Disbursement. The principal of and accrued interest on each such ABR Loan shall be due and payable in full on the earlier of the requested Borrowingfifth Business Day after being made and the Maturity Date. (c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request the making of a Eurodollar Loan if the initial Interest Period with respect thereto would end after the Maturity Date. (d) On the last day of the last Interest Period of a Eurodollar Loan ending within one month of the Maturity Date, such Eurodollar Loan shall be converted to an ABR Loan without further action or notice by any Person unless paid in full on such day.

Requests for Loans. (a) To request a Loanan Initial Term Loan on the Effective Date, the Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3) one Business Days (or such shorter period as may be agreed to by the Administrative Agent) Day before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each such Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrowerirrevocable. Each such written Borrowing Request shall be irrevocable in substantially the form of Exhibit B and be binding on signed by the Borrower and shall specify the following information: (i) the aggregate principal amount of the requested LoanLoans; (ii) the date of such Loanborrowing, which shall be a Business Day; (iii) the Type total Credit Exposure on the date thereof (i.e., outstanding principal amount of Loans and LC Exposure without regard to be borrowed (ABR or Eurodollarthe Loans requested); (iv) if a Eurodollar Loan, pro forma total Credit Exposure (after giving effect to the initial Interest Period to be applicable thereto (one (1) month or three (3) monthsLoans requested); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (viv) the location and number of the Borrower’s account to which funds are to be disbursed. If no election as , which shall comply with the requirements of . (b) To request a Delayed Draw Loan prior to the Type Delayed Draw Commitment Termination Date (other than a Delayed Draw Loan under Section 2.01(c)), the Borrower shall notify the Administrative Agent and the Issuing Bank of a such request not later than 12:00 noon, New York City time, three Business Days before the date of the proposed borrowing. Each such Borrowing is specified, then Request shall be irrevocable. Each such written Borrowing Request shall be in substantially the form of Exhibit B and signed by the Borrower and shall specify the following information: (i) the aggregate amount of the requested Borrowing Loans; (ii) the date of such borrowing, which shall be deemed an ABR Loan. If no Interest Period is specified a Business Day; (iii) the total Credit Exposure on the date thereof (i.e., outstanding principal amount of Loans and LC Exposure without regard to the Loans requested); (iv) pro forma total Credit Exposure (after giving effect to the Loans requested); and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with respect the requirements of . (c) Each Borrowing Request shall constitute a representation that the amount of the requested Loan shall not cause the total Credit Exposures to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. exceed the total Commitments. (d) Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingborrowing.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request EXHIBIT C hereto (or telephonic notice confirmed in a writing not later in the form of EXHIBIT C hereto) of each Loan requested hereunder (a "LOAN REQUEST") no less than 12:00 noon, New York City time, three two (32) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect Drawdown Date of such proposed borrowingany Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify the following information: (i) the aggregate principal amount of the Loan requested Loan; and (ii) the date proposed Drawdown Date of such Loan, which . Each Loan Request shall be accompanied by a Business Day; (iii) Borrowing Base Certificate. With each Loan Request, the Type of Borrower shall deliver to the Agent the Required Consumer Loan Documents for the Eligible Consumer Loans to be borrowed pledged by the Borrower to the Agent and upon which such Loan Request is based so that the Borrowing Base shall exceed the outstanding amount of all Loans (ABR or Eurodollarincluding the Loans included in such Loan Request); (iv) if . By submitting a Eurodollar LoanLoan Request, the initial Interest Period Borrower shall be deemed to be applicable thereto represent and warrant that (one (1i) month or three (3) months); (v) that the conditions set forth information in Section 4.02 have been satisfied in full the most recent Borrowing Base Certificate remains true and accurate as of the date of the Borrowing such Loan Request; and , (viii) the location and number proceeds of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing such Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then used by the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.036.19.1, and (iii) that after giving effect to the requested advance, the Administrative outstanding principal amount of the Loans will not exceed the lesser of the Total Commitment and the Borrowing Base. Promptly upon receipt of any such notice, the Agent shall advise notify each Lender of the details thereof Banks thereof. Each such notice shall be irrevocable and of binding on the Borrower and shall obligate the Borrower to accept the Loan(s) requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of such Lender’s $100,000 or an integral multiple thereof. The Borrower shall not submit more frequently than once a calendar week a Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Applicable Agent written notice in the form of such request Exhibit I hereto (or telephonic notice confirmed in a writing not later in the form of Exhibit I hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3i) one (1) Business Days prior to the proposed Drawdown Date of any Base Rate Loan and (or ii) two (2) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such shorter period as may be agreed to by notice shall specify (A) the Administrative Agent) before the date principal amount of the Loan requested, (B) the proposed Loan and deliver a Borrowing Request in respect Drawdown Date of such proposed borrowingLoan, (C) the Interest Period for such Loan, (D) the nature of such Loan as a Dollar Facility Loan or a Gold Loan, and (E) the Type of such Loan. Promptly upon receipt of any such notice, the Applicable Agent shall notify each of the Applicable Banks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information:Borrower to accept the Loan requested from the Applicable Banks on the proposed Drawdown Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate amount of $500,000.00 or an integral multiple thereof, and each Loan Request for a Eurodollar Rate Loan shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $500,000.00 in excess thereof. (ib) Notwithstanding the aggregate principal notice and minimum amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions requirements set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi8.3(a) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request but otherwise in accordance with the terms and conditions of this Credit Agreement, the Applicable Agent may, in its sole discretion and without conferring with the Applicable Banks, make Revolving Credit Loans or, as the case may be, Gold Loans, to the Borrower (i) by entry of credits to the Borrower's operating account(s) (No(s). 50310000) (xhe "Operating Accounts") with the Dollar Agent to cover checks or other charges which the Borrower has drawn or made against such account or (ii) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Applicable Agent to make from time to time such Revolving Credit Loans or, as the case may be, Gold Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. The Borrower acknowledges and agrees that the making of such Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Loans covered by a Loan Request including, without limitation, the limitations set forth in Sections 2.1 and 6.1 and the requirements that the applicable provisions of Sections 14 (in the case of Loans made on the Closing Date) and Section 15 be satisfied. All actions taken by either Agent pursuant to the provisions of this Section 2.03, 8.3(b) shall be conclusive and binding on the Administrative Agent Borrower absent such Agent's gross negligence or willful misconduct. Loans made pursuant to this Section 8.3(b) shall advise each Lender be Base Rate Loans until converted in accordance with the provisions of the details thereof and Credit Agreement and, prior to a Settlement, such interest shall be for the account of the amount of such Lender’s Loan to be made as part of the requested BorrowingApplicable Agent.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, (a) one (1) Business Days prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9.1 through Section 9.7 hereof after giving effect to such requested Loan (a "Compliance Certificate"). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 10:30 AM Boston time on the next succeeding Business Day), notify the Agent if it believes that any of the conditions contained in Section 11 of this Agreement has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in Section 11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in Section 11 have been met or waived, or, in any event, if all conditions in Section 11 have in fact been met or waived, Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. (ib) Notwithstanding anything contained in Section 2.5 (a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in Section 9.1 through Section 9.7 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Loan, (a) Borrower shall notify give to Agent written notice in the Administrative Agent form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a “Loan Request”) no less than 12:00 noon, New York City time, (a) one (1) Business Days prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in § 9.1 through § 9.7 hereof after giving effect to such requested Loan (a “Compliance Certificate”). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 10:30 A.M. California time on the next succeeding Business Day), notify Agent if it believes that any of the conditions contained in § 11 of this Agreement has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in § 11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in § 11 have been met or waived, or, in any event, if all conditions in § 11 have in fact been met or waived, Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on Borrower and Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (ib) Notwithstanding anything contained in § 2.5(a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in § 9.1 through § 9.7 hereof, Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) the date of Loan Request to an amount which would enable Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request The initial Loan on the Closing Date shall be a Base Rate Loan, . The Borrower shall notify give to the Administrative Agent written notice in the form of EXHIBIT H hereto (or telephonic notice confirmed in writing in the form of EXHIBIT H hereto; provided that the Agent and the Lenders may rely on such telephonic notice notwithstanding the lack of or discrepant information contained in a written confirmation) of each Loan requested hereunder (a "LOAN REQUEST") by 10:00 a.m. (New York time) on the proposed Drawdown Date. Such notice shall specify with respect to the requested Loan the proposed principal amount of such request Loan and the Drawdown Date. Such notice shall also contain (i) a general statement as to the purpose for which such Advance shall be used (which purpose shall be in writing not later than 12:00 noon, New York City time, three accordance with the terms of ss.2.9) and (3ii) Business Days (or such shorter period as may be agreed to a certification by the Administrative Agent) before the date chief financial officer or chief accounting officer of the proposed Borrower that the Borrower and the Guarantor are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerLenders thereof. Each Borrowing Except as provided in this ss.2.7, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Lenders on the proposed Drawdown Date; provided that, in addition to the Borrower's other remedies against any Lender which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Lender fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loan, which this Agreement; and provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Lender which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages actually incurred by such Lender as a Business Day; (iii) result of the Type Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. Notwithstanding anything to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loanthe contrary contained herein, the initial Interest Period Borrower may at any time prior to be applicable thereto any proposed Drawdown Date, provide written notice to the Agent (one (1the "FULL ADVANCE NOTICE") month or three (3) months); (v) instructing Agent not to disburse the requested Advance until such time as Agent has received from each Lender, its proportionate share of the requested Loan in good funds, such that the conditions set forth in Section 4.02 have been satisfied in full as Agent at the time of the date disbursement has received 100% of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified proportionate amounts due from each Lender with respect to any requested Eurodollar Borrowing, then Borrower such Advance. There shall be deemed to have selected an Interest Period of no more than two (2) LIBOR Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. Please do not type any text in this area. To request a LoanBorrowing, a Borrower shall notify the Administrative Agent Agent, who shall promptly thereafter notify the Lenders, of such request by telephone (a) in writing the case of a Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request or (b) in respect the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed borrowingBorrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each such telephonic Borrowing Request shall be irrevocable and shall be binding on confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower requesting the Borrowing. Each such telephonic and written Borrowing Request shall specify the following informationinformation in compliance with Section 2.01: (i) the aggregate principal amount of the requested LoanBorrowing; (ii) the date of such LoanBorrowing, which shall be a Business Day; (iii) the Type of Loans whether such Borrowing is to be borrowed (an ABR Borrowing or Eurodollar)a Eurodollar Borrowing; (iv) if in the case of a Eurodollar LoanBorrowing, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that thereto, which shall be a period contemplated by the conditions set forth in Section 4.02 have been satisfied in full as definition of the date of the Borrowing Requestterm “Interest Period”; and (viv) the location and number of Borrower’s the account of the requesting Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.03. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR LoanBorrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the requesting Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit E hereto (or telephonic notice confirmed in writing not later than 12:00 noonin the form of Exhibit E hereto) of each Revolving Credit Loan or Term Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and Term Base Rate Loans, New York City time, and three (3) Business Days prior to the proposed Drawdown Date with respect to Benchmark Revolving Credit Loans and Benchmark Term Loans. Each such notice shall specify with respect to the requested Loan the proposed principal amount of such Loan, whether such Loan is a Revolving Credit Loan or Term Loan, the Type of Loan (or provided that all Alternative Currency Loans shall be Benchmark Loans), the Currency in which such shorter period Loan is to be made, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (a) a general statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of §2.9) and (b) a certification by the Administrative Agent) before the date chief executive officer, president or chief financial officer of the proposed Borrower that the Borrower and Guarantors (including any Unencumbered Property Subsidiary) are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders or Term Loan Lenders, as the case may be, of such Loan Request. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the applicable Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan Request shall be (x) for a Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (y) for a Benchmark Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; provided, however, that there shall be no more than eight (8) Benchmark Loans outstanding at any one time. Any consent given by a Lender to the Agent to fund in a particular Alternative Currency shall be binding on Borrower such Lender and shall specify the following information: (i) Agent may conclusively assume the aggregate principal amount effectiveness thereof absent receipt of notice to the requested Loan; (ii) the date of contrary from any such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursedLender. If no election as Borrower fails to the Type of specify a Borrowing is specifiedCurrency in a Loan Request requesting a Loan, then the requested Borrowing Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request made in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingDollars.

Requests for Loans. To request a Loan, All requests for Loan under this Credit Agreement shall be made by the Borrower on behalf of the Borrowers or any of them. The Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit C hereto (or telephonic notice confirmed in a writing not in the form of Exhibit C hereto) of the Loans requested from the Lenders hereunder (a "Loan Request"), no later than 12:00 noon, New York City Boston time, (i) no less than one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (ii) no less than two (2) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Loans, and no less than three (3) LIBOR Business Days (or prior to the proposed Drawdown Date of any EURIBOR Loans. Each such shorter period as may notice shall be agreed to given and signed by the Administrative Agent) before Borrower as agent for the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on requesting Borrower and shall specify the following information: (i) the aggregate principal amount of the Loans requested Loan; from the Lenders (and in any event not in excess of the unused portion of the Available Revolving Commitment), (ii) the date of whether such LoanLoans are to be LIBOR Loans, which shall be a Business Day; EURIBOR Loans or Base Rate Loans, (iii) the Type proposed Drawdown Date of Loans to be borrowed (ABR or Eurodollar); such Loans, (iv) if a Eurodollar Loanin the case of LIBOR Loans and EURIBOR Loans, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); for such Loans, (v) that the conditions set forth in Section 4.02 have been satisfied in full as purpose or purposes to which the proceeds of the date of the Borrowing Request; and such Loans shall be applied, and (vi) the location and number of Borrower’s account to which funds such other matters as are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing set forth on Exhibit C. Each Loan Request shall be deemed an ABR Loanin a minimum aggregate amount of $1,000,000 or a higher integral multiple of $500,000. If The Agent shall then promptly notify each Lender in writing of its respective Percentage of the Loans requested by the end of the Business Day of the Loan Request. The Agent and the Borrowers shall conclusively be entitled to rely upon such Loan Request from the Borrower and shall have no Interest Period is specified with respect liability to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request the Borrowers for acting in accordance with this Section 2.03, the Administrative Agent any such Loan Request. Each Lender shall advise each Lender make its respective Percentage of the details thereof and of Loans available to the amount of such Lender’s Loan Agent for disbursement to be made the Borrowers as part of the requested Borrowingprovided in ss.2.9.

Requests for Loans. To request a LoanParent, Borrower on behalf of Borrowers, shall notify the give to Administrative Agent written notice executed by an Authorized Officer of such request Parent in the form of Exhibit J (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit J) of each Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time, ) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto LIBOR Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (1a) month or three (3) months); (v) a statement that the conditions set forth in Section 4.02 have been satisfied in full as proceeds of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing such Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request used in accordance with this the terms of Section 2.032.7 and (b) a certification by the chief executive officer, president, chief financial officer or treasurer of Parent that the Loan Parties and their respective Subsidiaries are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, Administrative Agent shall advise notify each Lender of the details thereof applicable Lenders thereof. Each such Loan Request shall be irrevocable and binding on Borrowers and shall obligate Borrowers to accept the Loan requested from the applicable Lenders on the proposed Drawdown Date. Nothing herein shall prevent Borrowers from seeking recourse against any Lender that fails to advance its proportionate share of the a requested Loan as required by this Agreement. Each Loan Request shall be in a minimum aggregate amount of such Lender’s Loan to $500,000.00 or an integral multiple of $100,000.00 in excess thereof; provided, however, that there shall be made as part of the requested Borrowingno more than six (6) LIBOR Rate Loans outstanding at any one time.

Requests for Loans. To request a LoanExcept with respect to Swing Loans, the Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit C hereto (or telephonic notice confirmed in writing not in the form of Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") no later than 12:00 noon, New York City noon (Atlanta time, ) three (3) Business Days prior to the proposed Drawdown Date if such Loan is to be a LIBOR Loan or no later than 11:00 a.m.(Atlanta time) on a Business Day that is the proposed Drawdown Date if such Loan is to be a Prime Rate Loan. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (or if applicable) and Type. Each such shorter period as may be agreed to notice shall also contain a certification by the Administrative Agent) before the date an Authorized Officer of the proposed Borrower and Crescent OP that the Borrower and Crescent OP are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) provided further that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request liable in accordance with the terms of this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan Agreement to be made as part any Bank which is prepared to advance its proportionate share of the requested Borrowing.Loan for any costs, expenses or damages incurred by such Bank as a result of the Borrower's election to revoke such Loan Request (the "Revocation Costs"

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent Lender written notice (or telephonic notice confirmed in writing) of each Loan requested hereunder no less than one (1) Business Day prior to the proposed Drawdown Date of any Prime Rate Loan. Each such notice shall specify (i) the principal amount of the Prime Rate Loan requested, (ii) the proposed Drawdown Date of such Prime Rate Loan and (iii) the Interest Period for such Loan. By delivering a borrowing request in writing not later than 12:00 noonto the Lender on or before 10:00 a.m., New York City time, three (3) on a Business Days (Day, the Borrower may from time to time irrevocably request, on not less than two nor more than five Business Days’ notice, that a LIBOR Rate Loan or such shorter period as may a LIBOR Advantage Loan be agreed made in a minimum amount of $500,000 and integral multiples of $100,000, with an Interest Period of 30 days. On the terms and subject to by the Administrative Agent) before conditions of this Agreement, each LIBOR Rate Loan or LIBOR Advantage Loan shall be made available to the date Borrower no later than 11:00 a.m. New York time on the first day of the proposed applicable Interest Period by deposit to the account of the Borrower as shall have been specified in its borrowing request. The definitions of certain terms set forth on Schedule 1 hereto shall apply in lieu of the definitions set forth in §1.1 to any LIBOR Advantage Loan and deliver a Borrowing Request in respect of such proposed borrowingmade hereunder. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request request for a Loan shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount of Loan requested from the requested Loan; (ii) Lender on the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingproposed Drawdown Date.

Requests for Loans. To request a LoanExcept with respect to the initial Loan on the Closing Date and Swing Loans, Borrower the Borrowers (a) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible, and (b) shall give to the Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in writing not in the form of Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") no less than five (5) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the chief financial or chief accounting officer of the sole general partner of WDOP and the chief financial or chief accounting officer of Xxxxxx that the Borrowers are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to accept the Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrowers' other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrowers by notice received by the Agent no later than 12:00 noonthe Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement, New York City timeprovided further that the Borrowers shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a result of the Borrowers' election to revoke such Loan Request. Nothing herein shall prevent the Borrowers from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan as required by this Agreement. The Borrowers may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Banks no later than three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingDrawdown Date. Each Borrowing Loan Request shall be delivered by hand delivery(a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, fax or emailed pdf (b) for a LIBOR Rate Loan in a minimum aggregate amount of the Borrowing Request and $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: no more than ten (i10) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of LIBOR Rate Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (outstanding at any one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request (a) The Borrower shall give to the Agent written notice in the form of Exhibit B hereto of each Loan requested hereunder (a "LOAN REQUEST") no later than 11:00 a.m. on (a) the Business Day prior to the proposed Borrowing Date of any Prime Rate Loan other than a Swingline Loan, Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3b) two (2) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect Date of such any LIBOR Rate Loan, or (c) four (4) Business Days prior to the proposed borrowingBorrowing Date of any Alternative Currency Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify the following information: (i) the aggregate principal amount in the requested currency of the requested proposed Loan; , (ii) the date proposed Borrowing Date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); Interest Period for such Loan, (iv) the Type of such Loan and the requested currency of such Loan if a Eurodollar Eurocurrency Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); and (v) that the conditions set forth in Section 4.02 have been satisfied in full Tranche A Availability or Tranche B Availability, as applicable, as of the date of the Borrowing Loan Request; and , and shall be accompanied by a statement in the form of Exhibit C hereto signed by a Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9.1 through Section 9.6 hereof after giving effect to such requested Loan (via "COMPLIANCE Certificate"). Upon receipt of a Loan Request, the Agent shall, within one (1) Business Day thereafter, provide to each of the location Lenders with a Commitment for such Loan by facsimile a copy of such Loan Request and number accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of Borrower’s account to which funds are to be disbursedthe conditions contained in Section 11 of this Agreement has not been met or waived. If such A notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in Section 11 of this Agreement have been met oR waived. If no election as such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in Section 11 have been met or waived, each of the Lenders shall be obligated to the Type fund its Commitment Percentage of a Borrowing is specified, then the requested Borrowing Loans. Each such Loan Request shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then irrevocable and binding on the Borrower and the Borrower shall be deemed obligated to have selected accept the Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $3,000,000 or an Interest Period integral multiple of one month’s duration. Promptly following receipt $1,000,000 in excess thereof. (b) Notwithstanding anything contained in Section 2.5(a) to the contrary, in the event that the making of a Borrowing Request requested Loan would cause non-compliance with anY of the covenants contained in accordance with this Section 2.039.1 through Section 9.6 hereof, the Administrative Agent shall advise each Lender of the details thereof and of may, in its sole discretion, reduce the amount of the Loan Request to an amoUNT which would enable the Borrower to maintain compliance with such Lender’s otherwise defaulted covenant or covenants and Borrower shall accept the Loan made pursuant to be made as part of the requested Borrowingsuch reduced Loan Request.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a “Loan Request”) no less than 12:00 noon, New York City time, (a) one (1) Business Day prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9.1 through §9.8 hereof after giving effect to such requested Loan (a “Compliance Certificate”). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 10:30 AM Boston time on the next succeeding Business Day), notify the Agent if it believes that any of the conditions contained in §11 of this Agreement has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in §11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in §11 have been met or waived, or, in any event, if all conditions in §11 have in fact been met or waived, Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower shall be allowed up to two (2) Loan Requests per month. (ib) Notwithstanding anything contained in §2.5(a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in §9.1 through §9.8 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a LoanExcept with respect to the initial Loan on the Closing Date and Swing Loans, the Borrower shall notify give to the Administrative Agent written notice in the form of such request EXHIBIT C hereto (or telephonic notice confirmed in writing not later in the form of EXHIBIT C hereto) of each Loan requested hereunder (a "Loan Request") by 11:00 a.m. (Boston Time) no less than 12:00 noon, New York City time, one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (or if applicable) and Type. Each such shorter period notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 2.10), and (ii) a certification by the Administrative Agent) before the date chief financial or chief accounting officer of the proposed Borrower that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this Section 2.7, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a Business Day; (iii) result of the Type Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (Banks no later than one (1) month Business Day prior to the Drawdown Date of any Base Rate Loan or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type Drawdown Date of a Borrowing is specified, then the requested Borrowing any LIBOR Rate Loan. Each Loan Request shall be deemed (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingintegral multiple of $100,000 in excess thereof, then Borrower or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; PROVIDED, HOWEVER, that there shall be deemed to have selected an Interest Period of no more than eight (8) LIBOR Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit J hereto (or telephonic notice confirmed in a writing not in the form of Exhibit J hereto) of each Loan requested hereunder (a "Loan Request") no later than 12:00 noon, New York City time, (i) (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (ii) three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Loan. Each such notice shall specify (or A) the principal amount of the Loan requested, (B) the proposed Drawdown Date of such shorter period as may be agreed to by Loan, (C) the Interest Period for such Loan, and (D) the Type of such Loan. Promptly upon receipt of any such notice, the Administrative Agent) before the date Agent shall notify each of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingBanks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information:Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate amount of $250,000.00 or an integral multiple thereof, and each Loan Request for a LIBOR Loan shall be in a minimum aggregate amount of $250,000.00 or an integral multiple of $50,000.00 in excess thereof. (ib) Notwithstanding the aggregate principal notice and minimum amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions requirements set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi5.3(a) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request but otherwise in accordance with the terms and conditions of this Section 2.03Credit Agreement, the Administrative Agent may, in its sole discretion and without conferring with the Banks, make Revolving Credit Loans to the Borrower (i) by entry of credits to the Borrower's operating account(s) (the "Operating Accounts") of Borrower maintained with the Administrative Agent to cover checks or other charges which the Borrower has drawn or made against such account, (ii) in payment of any other amounts due and payable by the Borrower hereunder, including, without limitation, any amounts owed in connection with the purchase of Consigned Precious Metal pursuant to Section 4.4(a) (the Borrower hereby consenting to the automatic making of such Loans by the Administrative Agent in payment of any such amounts), or (iii) in an amount as otherwise requested by the Borrower. The Borrower hereby requests and authorizes the Administrative Agent to make from time to time such Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. The Borrower acknowledges and agrees that the making of such Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 and the requirements that the applicable provisions of Section 13 (in the case of Loans made on the Closing Date) and Section 12 be satisfied. All actions taken by the Administrative Agent pursuant to the provisions of this Section 5.3(b) shall advise each Lender be conclusive and binding on the Borrower absent such Agent's gross negligence or willful misconduct. Loans made pursuant to this Section 5.3(b) shall be Base Rate Loans until converted in accordance with the provisions of the details thereof and Credit Agreement and, prior to a Settlement, such interest shall be for the account of the amount of such Lender’s Loan to be made as part of the requested BorrowingAdministrative Agent.

Requests for Loans. To The following provisions shall apply to each request by the Borrower for a Loan, : (i) The Borrower shall notify submit a Completed Loan Request to the Administrative Agent as provided in this §2.5. Such Completed Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loans requested from the Lenders on the proposed Drawdown Date, unless such Completed Loan Request is withdrawn (x) in the case of such a request in writing not later than 12:00 noonfor a LIBOR Rate Loan, New York City time, at least three (3) Business Days prior to the proposed Drawdown Date for such Loan, and (y) in the case of a request for an Alternate Base Rate Loan, at least one (1) Business Day prior to the proposed Drawdown Date for such Loan. Such request may be given by (A) telephone, or (B) a Completed Loan Request; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Completed Loan Request. (ii) Each Completed Loan Request may be delivered by the Borrower to the Administrative Agent by 12:00 p.m. noon (New York City time) on any Business Day. Such delivery shall be at least one (1) Business Day prior to the proposed Drawdown Date of any Alternate Base Rate Loan, and at least three (3) Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. (iii) Each Completed Loan Request shall be signed by a Responsible Officer of the Borrower and shall include a completed writing in the form of Exhibit C hereto (or such shorter period other form as may be agreed to approved by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request , including any form on an electronic platform or electronic transmission system as shall be delivered approved by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: Administrative Agent)specifying: (i1) the aggregate principal amount of the requested Loan; Loan requested, (ii2) the date proposed Drawdown Date of such Loan, which shall be a Business Day; (iii3) the Interest Period applicable to such Loan, and (4) the Type of Loans to be borrowed (ABR or Eurodollar);such Loan being requested. (iv) if No Lender shall be obligated to fund any Loan unless: (a) a Eurodollar Completed Loan Request has been timely received by the Administrative Agent as provided in subsection (i) above; and (b) both before and after giving effect to the Loan to be made pursuant to the Completed Loan Request, all of the conditions contained in §10 shall have been satisfied or waived in accordance with §25; and (c) the Administrative Agent shall have received a certificate in the form of Exhibit D hereto signed by the Responsible Officer or other thereon designated officer of the Borrower certifying that, both before and after giving effect to such requested Loan, no Default or Event of Default exists or will exist under this Agreement or any other Loan Document, and that after taking into account such requested Loan, no Default or Event of Default will exist as of the initial Interest Period to be applicable thereto (one (1) month Drawdown Date or three (3) months);thereafter. (v) that The Administrative Agent will cause the conditions set forth Completed Loan Request (and the Certificate in Section 4.02 have been satisfied in full as the form of the date of the Borrowing Request; and (viExhibit D) the location and number of Borrower’s account to which funds are to be disbursed. If no election as delivered to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request each Lender in accordance with this Section 2.03, §14.12 and in any event on the same day that such request is received by the Administrative Agent shall advise each Lender (in the case of an Alternate Base Rate Loan) and on the details thereof and same day or the Business Day following the day a Completed Loan Request is received by the Administrative Agent (in the case of the amount of such Lender’s Loan to be made as part of the requested Borrowinga LIBOR Rate Loan).

Requests for Loans. To request a LoanExcept with respect to any initial Loan on the Closing Date, the Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit D hereto (or telephonic notice confirmed in writing not later than 12:00 noon, New York City in the form of Exhibit D hereto) of each Loan of any Class requested hereunder (a “Loan Request”) by 1:00 p.m. (Eastern time, three ) one (31) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans or Daily Simple SOFR Loans and two (2) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver Drawdown Date with respect to Term SOFR Loans, together with an updated Compliance Certificate calculated on a Borrowing Request in respect of such proposed borrowingpro forma basis. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Class of Loan, the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1if applicable) month or three (3) months); (v) that for such Loan and the conditions set forth in Section 4.02 have been satisfied in full as Drawdown Date. Promptly upon receipt of any such notice, the Agent shall notify each of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursedLenders thereof. If no election as to the Type of a Borrowing is specified, then the requested Borrowing Each such Loan Request shall be deemed an ABR Loanirrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the applicable Lenders on the proposed Drawdown Date. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then The Borrower shall be deemed liable to have selected an Interest Period of one month’s durationeach Lender for any costs or expenses incurred by such Lender in the event that they fail to borrow any requested Term SOFR Loan. Promptly following receipt Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a Borrowing requested Loan as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the a minimum aggregate amount of such Lender’s $100,000; or (b) for a SOFR Loan to in a minimum aggregate amount of $1,000,000 and minimum increments of $250,000 in excess thereof; provided, however, that there shall be made as part of the requested Borrowingno more than eight (8) Term SOFR Loans outstanding at any one time.

Requests for Loans. To request a LoanBorrower must give to Administrative ------------------ Agent not later than 11:00 am., Borrower Central time, at least one Business Day's prior written notice of any requested Revolving Loans which shall notify bear interest at the Base Rate and not later than 11:00 a.m., Central time, at least three Business Day's prior written notice of any requested Revolving Loans which shall bear interest at the Adjusted LIBOR Rate, after which Administrative Agent shall give each Lender prompt notice thereof. Each such written request must be made in the form and substance of the "Request for Advances" attached hereto as Exhibit C, duly completed. If all conditions --------- precedent to such request in writing Revolving Loans have been met, each Lender will not later than 12:00 noon, New York City Central time, three (3) Business Days (or such shorter period as may be agreed on the date requested promptly remit to by the Administrative Agent at Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery's office at 909 Xxxxxx, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such LoanSuite 1700, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar LoanHouston, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specifiedXxxxxxx, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar BorrowingXxxxx 00000, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Revolving Loans in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Revolving Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make the Revolving Loans available to Borrower in immediately available funds. Each Request for Revolving Loans shall be irrevocable and binding on Borrower. Unless Administrative Agent shall have received prompt notice from a Lender that such Lender will not make available to Administrative Agent such Lender's Revolving Loans, Administrative Agent may in its discretion assume that such Lender has made such Revolving Loans available to Administrative Agent in accordance with this section and Administrative Agent may if it chooses, in reliance upon such assumption, make such Revolving Loan available to Borrower. If and to the extent such Lender shall not so make its Revolving Loan available to Administrative Agent, such Lender and Borrower severally agree to pay or repay to Administrative Agent within two Business Days after demand the amount of such Revolving Loan together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, to be calculated as to such Lender at the Federal Funds Rate, and to be calculated as to Borrower at the interest rate applicable at the time to the other Revolving Loans made on such date. If any Lender fails to make such payment to Administrative Agent within such two Business Day period, such Lender shall in addition to such amount pay interest thereon, for each day from the date such Revolving Loan is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, at the interest rate applicable at the time to the other Revolving Loans made on such date. The failure of any Lender to make any Revolving Loan to be made as part by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Revolving Loan, but no Lender shall be responsible for the requested Borrowingfailure of any other Lender to make any Revolving Loan to be made by such other Lender.

Requests for Loans. To request a Loan(a) Except with respect to the initial Loan on the Closing Date, the Borrower (a) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible, and (b) shall give to the Agent written notice in the form of EXHIBIT B hereto (or telephonic notice confirmed in writing not later in the form of EXHIBIT B hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (or if applicable) and Type. Each such shorter period notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the Administrative Agent) before the date chief financial or chief accounting officer of the proposed Borrower that the Borrower is and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax and that, after giving effect to the making of such Loan, the amount of undisbursed Loan proceeds equals or emailed pdf exceeds the amount of the Borrowing Request and Interest Reserve. Promptly upon receipt of any Loan Request, the Agent shall be signed by Borrowernotify each of the Banks thereof. Each Borrowing Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a Business Day; (iii) result of the Type Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) monthsBusiness Days prior to the Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof (except for Loan Requests made on an Interest Payment Date made solely for the purpose of paying accrued and unpaid interest on the Loans);, or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; PROVIDED, HOWEVER, that there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time. (vb) By execution hereof, the Borrower agrees that in the conditions set forth in Section 4.02 have been satisfied in full as event the Borrower fails to make an interest payment by 11:00 a.m. (Boston time) on any Interest Payment Date the Agent, without the necessity of any further authorization (the Borrower hereby authorizing the Agent to do so), may disburse directly to itself for the account of the date Banks rather than to the Borrower, out of the Borrowing Request; and (vi) undisbursed Loan proceeds such sums as are necessary to pay, on such Interest Payment Date, the location accrued and number of Borrower’s account to which funds are to unpaid interest on the Loans. Upon disbursement, the amount that is disbursed shall be disbursed. If no election as disbursed PRO RATA by the Banks and shall be added to the Type then Outstanding principal balance of the Loans and shall bear interest at the Base Rate and shall constitute a Borrowing is specifiedBase Rate Loan hereunder as if, then and with the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03same effect as though, the Administrative Borrower had submitted a Loan Request therefor. Upon the occurrence of an Event of Default under this Agreement or any other Loan Document, the Agent shall advise each Lender have the right, but not the obligation, to continue to disburse Loan proceeds to pay, on any Interest Payment Date, accrued interest on the Loans. Nothing contained herein shall in any way relieve the Borrower of the details thereof its obligation to make interest payments as and of the amount of such Lender’s Loan to be made as part of the requested Borrowingwhen provided hereunder.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent of such request written notice in form and substance satisfactory to the Agent (or telephonic notice confirmed in writing not in form and substance satisfactory to the Agent) of each Revolving Credit Loan being requested hereunder (a "Loan Request") (i) no later than 12:00 noon, New York City 10:00 a.m. (Boston time, ) on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by A) the Administrative Agent) before the date principal amount of the Revolving Credit Loan being requested, (B) the proposed Drawdown Date of such Revolving Credit Loan, (C) in the event the Revolving Credit Loan being requested is a LIBOR Rate Loan, the Interest Period for such Revolving Credit Loan and deliver (D) whether such Revolving Credit Loan shall be a Borrowing Request in respect Base Rate Loan or a LIBOR Rate Loan. Promptly upon receipt of any such proposed borrowingnotice, the Agent shall notify each of the Banks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on upon the Borrower and shall specify obligate the following information:Borrower to accept the Revolving Credit Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of $100,000 or an integral multiple thereof. (ib) Notwithstanding the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions notice requirements set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and(S)2.2 (via) and the location minimum Revolving Credit Loan amount provisions contained in (S)2.1 and number of Borrower’s account 2.2(a), Revolving Credit Loans may be made from time to which funds are to be disbursed. If no election as time in the following manner: the Banks may make Revolving Credit Loans to the Type Borrower by entry of a Borrowing is specified, credits by the Agent to the Borrower's controlled disbursement account (the "Disbursement Account") with the Agent to cover checks and other charges which the Borrower has drawn or made against such Disbursement Account. The Borrower hereby requests and authorizes the Banks to make from time to time such Revolving Credit Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. The Borrower and the requested Borrowing shall Banks may also agree to effect such other controlled disbursement arrangements as may be deemed an ABR Loanmutually satisfactory. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then The Borrower shall be deemed to have selected an Interest Period acknowledges and agrees that the making of one month’s duration. Promptly following receipt of a Borrowing Request such Revolving Credit Loans in accordance with this Section 2.03(S)2.2(b) shall, in each case, be subject in all respects to the provisions of this Agreement as if they were Revolving Credit Loans covered by a Loan Request, including without limitation, the Administrative Agent shall advise each Lender limitations set forth in (S)2.1 and the requirement that the applicable provisions of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.(S)6

Requests for Loans. To request a Loan, The Borrower (i) shall notify Lender of a potential request for a Loan as soon as possible prior to the Administrative Agent of such Borrower’s proposed Drawdown Date, and (ii) shall give to Lender a written request for each Loan requested hereunder in a form reasonably acceptable to Lender (or telephonic notice confirmed in writing not later in such form (a “Loan Request”) no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date (provided, however, such three (3) Business Days prior notice shall not be required with respect to the Loan funded on the Closing Date). Each such Loan Request shall specify with respect to the requested Loan the proposed principal amount and Drawdown Date. Each such Loan Request shall also contain (i) a statement as to the purpose for which such advance shall be or has been used (which purpose shall be in accordance with the terms of §2.6), (ii) a certification by Borrower containing an itemized statement of Project Costs actually incurred and paid by Borrower for which such shorter period as may be agreed to Loan Request is requested, (iii) a certification by the Administrative Agent) before Borrower and the date of Guarantors that the proposed Borrower and Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan, and (iv) the items required pursuant to §11 of this Agreement and such other information, documents and certificates as Lender may reasonably request, including, without limitation, lien waivers, invoices and architects and contractors certifications and such other disbursement, oversight, inspection and monitoring requirements and controls which are customary for construction loans for similar size projects and for similar type properties in similar geographic areas. Each Borrowing Request Lender shall be delivered by hand deliveryhave the right, fax or emailed pdf of the Borrowing Request at Borrower’s sole cost and shall be signed by Borrowerexpense, to retain a Construction Inspector to conduct such oversight, inspection, and monitoring requirements and controls. Each Borrowing Except as provided in this §2.4, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: Borrower to accept the Loan requested from the Lender on the proposed Drawdown Date. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to Lender no later than three (i3) Business Days prior to the aggregate principal amount of Drawdown Date. Borrower shall submit Loan Requests in accordance with the requested Loan; (ii) the date of such Loan, which Disbursement Schedule and Borrower shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (not submit more than one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one Loan Request per month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Requests for Loans. To request a Loan, the Borrower shall notify the Administrative Agent of such request in writing by telephone, not later than 12:00 noon2:00 p.m., New York City Toronto time, three (3) five Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request Loan, provided that the Borrower may make no more than two requests for Loans in respect of such proposed borrowingany single calendar month. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing such telephonic Loan Request shall be irrevocable and shall be binding on Borrower confirmed promptly by hand delivery or telecopy to the Agent of a written Loan Request in a form approved by the Agent and signed by the Borrower. Each such telephonic and written Loan Request shall specify the following informationinformation in compliance with Section 2.02: (i) the aggregate principal amount of the requested such Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) in the Type case of Loans the first Loan, whether such Loan is to be borrowed (ABR a Prime Rate Loan or Eurodollar); (iv) if a Eurodollar BA Rate Loan, . If the initial Interest Period Borrower does not specify whether the first Loan is to be applicable thereto (one (1) month a BA Rate Loan or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specifiedPrime Rate Loan, then the requested Borrowing first Loan shall be deemed an ABR a Prime Rate Loan. If no Interest Period is specified Each Loan Request shall be delivered to the Agent at least five Business Days prior to the proposed Borrowing Date, shall include details with respect to any requested Eurodollar Borrowingthe use of the proceeds of the Loan (including a list of all relevant invoices in respect of the Cisco Products, then Borrower and copies of all relevant invoices in respect of Designated Vendor Products, being purchased with the proceeds of the Loan) and shall be deemed in the form specified by the Agent or by the Funding Procedures and Policies; and the Lenders shall have no obligation to have selected an Interest Period make the Loan requested unless the foregoing (including the proposed use of one month’s durationproceeds) are satisfactory to Agent; PROVIDED no such notice shall be necessary to the extent a Loan Request is prepared on Borrower's behalf by the Agent pursuant to Section 2.04(a). Promptly following receipt of a Borrowing Loan Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested BorrowingLoan.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit G hereto (or telephonic notice confirmed in writing not later in the form of Exhibit G hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto Eurodollar Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (1i) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election a general statement as to the Type purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 2.8), (ii) a certification by the chief financial officer or chief accounting officer of the Borrower that the Borrower, REA and the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan, and (iii) a Compliance Certificate prepared using the financial statements of REA most recently provided or required to be provided to the Agent under Section 6.4 or Section 7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed advance. Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date; provided that, in addition to the Borrower's other remedies against any Lender which fails to advance its proportionate share of a Borrowing is specifiedrequested Loan, then such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Lender fails to advance its proportionate share of the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified Loan in accordance with respect to any requested Eurodollar Borrowing, then the terms of this Agreement; and provided further that the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request liable in accordance with the terms of this Section 2.03, the Administrative Agent shall advise each Agreement to any Lender of the details thereof and of the amount of such Lender’s Loan which is prepared to be made as part advance its proportionate share of the requested BorrowingLoan for any costs, expenses or damages actually incurred by such Lender as a result of the Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; or (b) for a Eurodollar Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than eight (8) Eurodollar Rate Loans outstanding at any one time.

Requests for Loans. To request a Loan, Borrower The Borrowers shall notify give to the Administrative Agent written notice in the form of such request Exhibit B hereto (or telephonic notice confirmed by telecopy on the same Business Day in writing the form of Exhibit B hereto) of each Loan requested hereunder (a “Loan and Letter of Credit Request”) not later than 12:00 noon(a) 11:00 a.m. (Boston time) one (1) Business Day prior to the proposed Drawdown Date of any Loan which is a Base Rate Loan, New York City or (b) 1:00 p.m. (Boston time, ) three (3) Eurodollar Business Days (or prior to the proposed Drawdown Date of any Eurodollar Loan. Each such shorter period as may notice shall be agreed to given by the Administrative Agent) before Borrowers and shall specify the date principal amount of the proposed Loan requested, whether such Loan is a Base Rate Loan or a Eurodollar Loan, the Drawdown Date of such Loan and deliver shall include a Borrowing current Loan and Letter of Credit Request in respect of such proposed borrowingreflecting the Maximum Drawing Amount and the outstanding Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf Loan and Letter of the Borrowing Request and shall be signed by Borrower. Each Borrowing Credit Request shall be irrevocable and be binding on Borrower the Borrowers and shall specify obligate the following information: (i) Borrowers to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date. Each of the requested Loan; (ii) representations and warranties made by or on behalf of the date of such Loan, which Borrowers to the Banks or the Administrative Agent in this Credit Agreement or any other Loan Document shall be a Business Day; (iii) the Type true and correct in all material respects when made and shall, for all purposes of Loans this Credit Agreement, be deemed to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full repeated on and as of the date of the Borrowing Request; and submission of any Loan and Letter of Credit Request and on and as of the Drawdown Date of such Loan, or the date of issuance of such Letter of Credit (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as except to the Type extent of changes resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, or to the extent that such representations and warranties expressly relate solely to an earlier date). The Administrative Agent shall notify each Bank of each Loan and Letter of Credit Request received by the Administrative Agent hereunder within one (1) Business Day of receipt and no later than 11:00 a.m. (Boston time) on the Drawdown Date of any Base Rate Loan, and provide, upon request by any Bank, a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified monthly summary with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period Letters of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingCredit issued hereunder.

Requests for Loans. To The following provisions shall apply to each request by the Borrower for a Loan, : (a) The Borrower shall submit a Completed Loan Request to the Agent and, following its receipt thereof, the Agent shall promptly notify each Bank of the Administrative Agent amount of its Commitment Percentage of the requested Loan as set forth in §2.4(e). Except as otherwise provided herein, each Completed Loan Request shall be in a minimum amount of $2,000,000 or an integral multiple of $100,000 in excess thereof. Each Completed Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loans requested from the Banks on the proposed Drawdown Date, unless such Completed Loan Request is withdrawn (x) in the case of a request in writing not later than 12:00 noonfor a Term SOFR Loan, New York City time, at least three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Drawdown Date for such Loan, and (y) in the case of a request for a Base Rate Loan, not later than 11:00 a.m. on the proposed Drawdown Date for such Loan. (b) Each Completed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliverythe Borrower to the Agent not later than 11:00 a.m. on (a) the proposed Drawdown Date of any Base Rate Loan, fax or emailed pdf and (b) any Business Day that is at least three (3) Business Days prior to the proposed Drawdown Date of the Borrowing Request and shall be signed by Borrower. any Term SOFR Loan. (c) Each Borrowing Completed Loan Request shall be irrevocable and be binding on Borrower and shall specify the following information: specify: (i1) the aggregate principal amount of the requested Loan; Loan requested, (ii2) the date proposed Drawdown Date of such Loan, which shall be a Business Day; and (iii3) the Type of Loans to be borrowed such Loan being requested and (ABR or Eurodollar); (iv4) if a Eurodollar LoanTerm SOFR Loan is requested, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt If the Borrower fails to specify a Type in a Completed Loan Request, then the applicable Loan shall be made as a Base Rate Loan. If the Borrower fails to specify an Interest Period in a Completed Loan Request requesting a Term SOFR Loan, it will be deemed to have specified an Interest Period of one month. Further, each Completed Loan Request shall contain a Borrowing Request certification by the Borrower in accordance with this Section 2.03the form set forth in Exhibit B which certifies (among other things) that, the Administrative Agent shall advise each Lender both before and after giving effect to such requested Loan, no Default or Event of Default exists or will exist and that after taking into account such requested Loan, no Default or Event of Default will exist as of the details thereof Drawdown Date. (d) No Bank shall be obligated to fund any Loan unless: (i) a Completed Loan Request has been timely received by the Agent as provided in subsections (a)-(c) above; and (ii) both before and of after giving effect to the amount of such Lender’s Loan to be made as part pursuant to the Completed Loan Request, all of the conditions contained in §12 shall have been satisfied (to the extent such conditions have not been waived and/or deferred in writing by the Agent and the required number of Banks prior to the initial advance) as of the Closing Date, and all of the conditions set forth in §13 shall have been met, including, without limitation, the condition under §13.1 that there be no Default or Event of Default. (e) The Agent will use its best efforts to notify each Bank of the Agent’s receipt of a Completed Loan Request on the same day it is received by the Agent and will, absent circumstances outside of its control, so notify each Bank on the Business Day following the day a Completed Loan Request is received by the Agent. (f) In the event that, on any Drawdown Date, after giving effect to the requested BorrowingLoan, Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Total Adjusted Asset Value (with Consolidated Total Indebtedness and Consolidated Total Adjusted Asset Value being adjusted as set forth in §10.1) or Unsecured Consolidated Total Indebtedness will exceed 60% (without exceeding 65%) of Consolidated Unencumbered Asset Value (with Unsecured Consolidated Total Indebtedness and Consolidated Unencumbered Asset Value being adjusted as set forth in §10.4), then the Borrower shall also attach to the Completed Loan Request, the certificate attached hereto as Exhibit G, in accordance with §§10.1 and 10.4.

Requests for Loans. To request With respect to each proposed Loan (other than a Competitive Bid Loan or a Mandatory Base Rate Loan), the Borrower shall deliver to the Agent a Loan Request no later than 11:00 a.m. on (a) the proposed Borrowing Date of any Base Rate Loan or LIBOR Loan, Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, (b) three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Borrowing Date of any Eurocurrency Rate Loan denominated in Dollars, (c) four (4) Business Days prior to the proposed Borrowing Date of any Eurocurrency Rate Loan denominated in Euro or Sterling, and deliver a (d) five (5) Business Days prior to the proposed Borrowing Request Date of any Eurocurrency Rate Loan denominated in respect of such proposed borrowingAlternative Currencies other than Euro and Sterling. Each Borrowing Loan Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) whether the aggregate Borrower is requesting a Revolving Loan, an Incremental Term Loan or a Delayed Draw Term Loan, (ii) the principal amount of the requested proposed Loan; , (iiiii) the date proposed Borrowing Date of such Loan, which shall be (iv) in the case of a Business Day; request for a Eurocurrency Rate Loan, the Interest Period for such Loan, (iiiv) the Type of Loans to be borrowed such Loan, (ABR or Eurodollar); (ivvi) if in the case of a Eurodollar request for a Revolving Loan, the initial Interest Period currency of any Revolving Loan to be applicable thereto borrowed, (one (1vii) month or three (3) months); (v) that in the conditions set forth in Section 4.02 have been satisfied in full case of a request for a Revolving Loan, the Revolving Availability as of the date of the Borrowing Request; and Loan Request and (vivii) in the location and number case of Borrower’s account a request for a Delayed Draw Term Loan or an Incremental Term Loan, the portion, if any, of the requested Loan that is subject to which funds are to be disbursedan Interest Rate Contract. If no election as the Borrower fails to the Type of specify a Borrowing is specifiedcurrency in a Loan Request requesting a Revolving Loan, then the Revolving Loan so requested Borrowing shall be deemed an ABR Loanmade in Dollars. If no the Borrower fails to specify a Type in a Loan Request, then the applicable Loan shall be made as a LIBOR Loan in the case of a Loan denominated in Dollars and as a Eurocurrency Rate Loan in the case of a Loan denominated in an Alternative Currency. If the Borrower fails to specify an Interest Period is specified with respect to any requested Eurodollar Borrowingin a Loan Request requesting a Eurocurrency Rate Loan or a Loan denominated in an Alternative Currency, then Borrower shall it will be deemed to have selected specified an Interest Period of one month’s duration. Promptly following Submission of a Loan Request shall be deemed to be a representation by the Borrower that it will be in compliance with §9.1 through §9.6 after giving effect to such requested Loan. Upon receipt of a Borrowing Request Loan Request, the Agent shall promptly notify each Revolving Lender or each Delayed Draw Term Lender, as applicable, of the amount (and currency) of its Commitment Percentage of the requested Revolving Loan or Delayed Draw Term Loan, as the case may be. Each applicable Lender shall be obligated to fund its Commitment Percentage of the requested Loans in accordance with this Section 2.03§2.7(a). Each such Loan Request shall be irrevocable and binding on the Borrower and the Borrower shall be obligated to accept the Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request for a Revolving Loan shall be in a minimum aggregate amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof, and each Loan Request for a Delayed Draw Term Loan shall be in a minimum aggregate amount of $50,000,000 (or, in each case, if less, the Administrative Agent unused portion of such Facility). For the avoidance of doubt, (i) all Delayed Draw Terms Loans made by the Lenders pursuant to a Loan Request (a “Delayed Draw Borrowing”) shall advise each Lender be of the details thereof same Type and, in the case of Eurocurrency Rate Loans, shall have the same Interest Period and (ii) all Incremental Terms Loans made by the Lenders pursuant to a Loan Request (an “Incremental Borrowing”) shall be of the amount same Type and, in the case of such Lender’s Loan to be made as part of Eurocurrency Rate Loans, shall have the requested Borrowingsame Interest Period.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3a) two (2) Business Days prior to the proposed Borrowing Date of any Base Rate Loan other than a Swingline Loan and (or b) four (4) LIBOR Business Days prior to the proposed Borrowing Date of any LIBOR Loan. Each such shorter period as may be agreed to by notice shall specify (i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be signed accompanied by Borrowera Compliance Certificate based on the most recent certificate deliver pursuant to ss. 7.4 (d) with updated calculations evidencing compliance with the covenants contained in ss.9.1 through ss.9.3 hereof after giving effect to such requested Loan. Within one (1) Business Day after receipt of a Loan Request, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in ss.11 of this Agreement has not been met or waived. If such a notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in ss.11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in ss.11 have been met or waived, each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed obligated to have selected an Interest Period of one month’s durationaccept the Loan requested from the Lenders on the proposed Borrowing Date. Promptly following receipt of Each Loan Request shall be in a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the minimum aggregate amount of such Lender’s Loan to be made as part $5,000,000 or an integral multiple of the requested Borrowing$1,000,000 in excess thereof.

Requests for Loans. To request a Except with respect to the initial Loan, the Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit B hereto (or telephonic notice confirmed in writing not later in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three five (35) Business Days prior to the proposed Drawdown Date. The Borrower shall not make a Loan Request more frequently than two times each month. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (or if applicable) and Type. Each such shorter period notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of ss.7.11), (ii) a certification by the Administrative Agent) before the date chief financial or chief accounting officer of the proposed Borrower that the Borrower is and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf and (iii) a Compliance Certificate prepared using the financial statements of the Borrowing Request and Borrower most recently provided or required to be provided to the Agent under ss.6.4 or ss.7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed advance. Promptly upon receipt of any such notice, the Agent shall be signed by Borrowernotify each of the Lenders thereof. Each Borrowing Except as provided in this ss.2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Lenders on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Lender which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Lender fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) provided further that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request liable in accordance with the terms of this Section 2.03Agreement (including, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan without limitation, amounts due pursuant to be made as part of the requested Borrowingss.4.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request EXHIBIT G hereto (or telephonic notice confirmed in writing not later in the form of EXHIBIT G hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in Drawdown Date with respect of such proposed borrowingto Eurodollar Rate Loans. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify with respect to the following information: (i) requested Loan the aggregate proposed principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (1i) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election a general statement as to the Type purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 2.8), (ii) a certification by the chief financIAl officer or chief accounting officer of the Borrower that the Borrower, REA and the Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan, and (iii) a Compliance Certificate prepared using the financial statements of REA most recently provided or required to be provided to the Agent under Section 6.4 or Section 7.4 adjusted in the best good faith estimate of the Borrower to give effect to the proposed advance. Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date; provided that, in addition to the Borrower's other remedies against any Lender which fails to advance its proportionate share of a Borrowing is specifiedrequested Loan, then such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Lender fails to advance its proportionate share of the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified Loan in accordance with respect to any requested Eurodollar Borrowing, then the terms of this Agreement; and provided further that the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request liable in accordance with the terms of this Section 2.03, the Administrative Agent shall advise each Agreement to any Lender of the details thereof and of the amount of such Lender’s Loan which is prepared to be made as part advance its proportionate share of the requested BorrowingLoan for any costs, expenses or damages actually incurred by such Lender as a result of the Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; or (b) for a Eurodollar Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; PROVIDED, HOWEVER, that there shall be no more than eight (8) Eurodollar Rate Loans outstanding at any one time.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent of such request Bank written notice in form and substance satisfactory to the Bank (or telephonic notice confirmed in writing not in form and substance satisfactory to the Bank) of each Loan requested hereunder (a "Loan Request") (i) no later than 12:00 noon10:00 a.m., New York City Boston time, on the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by A) the Administrative Agent) before the date principal amount of the Loan requested, (B) the proposed Drawdown Date of such Loan, (C) the Interest Period for such Loan and deliver (D) whether such Loan shall be a Borrowing Request in respect of such proposed borrowingBase Rate Loan or a LIBOR Rate Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request such notice shall be irrevocable and be binding on the Borrower and shall specify obligate the following information:Borrower to accept the Loan requested from the Bank on the proposed Drawdown Date. Each Request shall be in a minimum aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof. (ib) Notwithstanding the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions notice requirements set forth in Section 4.02 have been satisfied 2.2(a), Loans may be made from time to time in full as of the date of following manner: the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Bank may make Loans to the Type Borrower by entry of a Borrowing is specified, credits to the Borrower's controlled disbursement account (the "Disbursement Account") with the Bank to cover checks or other charges which the Borrower has drawn or made against such Disbursement Account. The Borrower hereby requests and authorizes the Bank to make from time to time such Loans by means of appropriate entries of such credits sufficient to cover checks and other charges then presented. The Borrower and the requested Borrowing shall Bank may also agree to effect such other controlled disbursement arrangements as may be deemed an ABR Loanmutually satisfactory. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then The Borrower shall be deemed to have selected an Interest Period acknowledges and agrees that the making of one month’s duration. Promptly following receipt of a Borrowing Request such Loans in accordance with this Section 2.032.2(b) shall, in each case, be subject in all respects to provisions of this Agreement as if they were Loans covered by a Loan Request including, without limitation, the Administrative Agent limitations set forth in Section 2.1 and the requirement that the applicable provisions of Section 7 be satisfied. All actions taken by the Bank pursuant to the provisions of this Section 2.2(b) shall advise be conclusive and binding on the Borrower. (c) Notwithstanding the notice requirement set forth above in Section 2.2(a), the Bank agrees to make Loans to the Borrower sufficient to pay to the Bank any Unpaid Reimbursement Obligations on the date on which such Reimbursement Obligations become Unpaid Reimbursement Obligations. The Borrower hereby requests and authorizes the Bank to make from time to time such Loans by means of paying Unpaid Reimbursement Obligations. The Borrower acknowledges and agrees that the making of such Loans shall, in each Lender case, be subject in all respects to the provisions of this Agreement, including, without limitation, the limitations set forth in Section 2.1 and the requirements of the details thereof applicable conditions in Section 7. All actions taken by the Bank pursuant to the provisions of this Section 2.2(c) shall be conclusive and binding on the Borrower. (d) The obligation of the Borrower to repay to the Bank the principal of the Loans and interest accrued thereon shall be evidenced by a promissory note (the "Note") in the maximum aggregate principal amount of such Lender’s Loan $5,000,000 executed and delivered by the Borrower and payable to be made as part the order of the requested BorrowingBank, in form and substance satisfactory to the Bank.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit D hereto (or telephonic notice confirmed in writing not in the form of Exhibit D hereto) of a request for the funding of a Loan (the "Loan Request") no later than 12:00 noon, New York City noon (Boston time, ) three (3) Business Days prior to the proposed Drawdown Date if such Loan is to be a LIBOR Rate Loan or no later than 12:00 noon (or Boston time) one (1) Business Day prior to the proposed Drawdown Date if such shorter period as may Loan is to be agreed a Base Rate Loan. Such notice shall specify with respect to the requested Loan the proposed principal amount, the Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain a certification by the Administrative Agent) before the date chief financial or accounting officer of the proposed Borrower that the Borrower and PSB are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date. The Borrower may, without cost or penalty, revoke a Loan Request by delivering notice thereof to each of the requested Loan; Banks no later than 3:00 p.m. (iiBoston time) three (3) Business Days prior to the date of such Drawdown Date with respect to a LIBOR Rate Loan, which shall be a Business Day; or no later than 3:00 p.m. (iiiBoston time) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month Business Day prior to the Drawdown Date with respect to a Base Rate Loan. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or three an integral multiple of $100,000 in excess thereof, or (3b) monthsfor a LIBOR Rate Loan in a minimum aggregate amount of $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than eight (8) separate Interest Periods applicable to LIBOR Rate Loans outstanding at any one time. In the event that Borrower shall fail to deliver a Loan Request for a disbursement of the balance of the undisbursed Total Commitment on or before 1:00 p.m. (Boston time) on March 20, 2002 (the "Funding Deadline"); (v) that , then the conditions set forth in Section 4.02 Borrower shall irrevocably be deemed to have been satisfied in full requested a disbursement of the balance of the undisbursed Total Commitment as of a Base Rate Loan, such advance to be made on the date of the Borrowing Request; and (vi) Funding Deadline. In the location and number of Borrower’s account to which funds are to be disbursed. If no election as to event that the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed fail to have selected an Interest Period satisfy the conditions to obtaining a disbursement of one month’s duration. Promptly following receipt the balance of a Borrowing Request in accordance with this Section 2.03the Total Commitment by the Funding Deadline, the Administrative Agent shall advise each Lender obligation of the details thereof and Banks to advance any undisbursed amount of the amount of such Lender’s Loan Total Commitment to be made as part of the requested BorrowingBorrower shall automatically terminate.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a “Loan Request”) no less than 12:00 noon, New York City time, (a) one (1) Business Day prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9.1 through §9.8 after giving effect to such requested Loan (a “Compliance Certificate”). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 10:30 AM Boston time on the next succeeding Business Day), notify the Agent if it believes that any of the conditions contained in §11 has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in §11 have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in §11 have been met or waived, or, in any event, if all conditions in §11 have in fact been met or waived, Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower shall be allowed up to two (2) Loan Requests per month. (ib) Notwithstanding anything contained in §2.5(a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in §9.1 through §9.8, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Except with respect to the initial Loan, the Borrower (i) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible but not less than five (5) Business Days prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent written notice in the form of EXHIBIT B hereto (or telephonic notice confirmed in writing not later in the form of EXHIBIT B hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date. The Agent shall promptly notify each of the Banks following the receipt of a Loan Request, but in any event not less than three (or 3) Business Days prior to the proposed Drawdown Date. Borrower shall not make a Loan Request more frequently than three (3) times each month. Each such shorter period notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 7.11), (ii) a certification by an Authorized Officer of the Administrative Agent) before Borrower and the Guarantor that since the date of the proposed Loan and deliver last Compliance Certificate delivered under this Agreement, there have been no material changes in the matters certified in such Compliance Certificate that could cause a Borrowing Request in respect Default or Event of Default to occur after giving effect to the making of such proposed borrowing. Each Borrowing Request shall be delivered Loan, and (iii) a certification by hand delivery, fax or emailed pdf an Authorized Officer of the Borrowing Request Borrower that the Borrower is and will be in compliance with Section 9.4 after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall be signed by Borrowernotify each of the Banks thereof. Each Borrowing Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; Loan in accordance with the terms of this Agreement, provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a result of the Borrower's election to revoke such Loan Request (ii) including, without limitation, the date items described in Section 4.8, as applicable, but not including any damages for lost interest earnings as a result of such Loan, which Loan not being made). Nothing herein shall be prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of a Business Day; (iii) requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an ABR Loan. If no Interest Period is specified with respect to any requested integral multiple of $100,000 in excess thereof, or (b) for a Eurodollar BorrowingRate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof; PROVIDED, then Borrower HOWEVER, that there shall be deemed to have selected an Interest Period of no more than five (5) Eurodollar Rate Loans outstanding at any one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3a) two (2) Business Days prior to the proposed Drawdown Date of any Base Rate Loan and (or b) four (4) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such shorter period as may be agreed to by notice shall specify (i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Drawdown Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in 9.1 through 9.7 hereof after giving effect to such requested Loan (a "Compliance Certificate"). Promptly upon receipt of a Loan Request, the Agent shall notify each of the Banks thereof and each Bank shall immediately notify the Agent if it believes that any of the conditions contained in 11 of this Agreement has not been met or waived. If such a notice is given the Requisite Banks shall promptly determine whether all of the conditions contained in 11 of this Agreement have been met or waived. If no such notice is given by any Bank or if following such notice the Requisite Banks determine that the conditions contained in 11 have been met or waived, each of the Banks shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof. (ib) Notwithstanding anything contained in 2.5 (a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in 9.1 through 9.7 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not Exhibit B hereto of each Loan requested hereunder (a “Loan Request”) no later than 12:00 noon, New York City time, 11:00 a.m. not less than three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowingany Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify the following information: (i) the aggregate principal amount of the requested proposed Loan; , (ii) the date proposed Borrowing Date of such Loan, which shall be a Business Day; (iii) the Type purpose of Loans to be borrowed (ABR or Eurodollar); such Loan, and (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full Availability as of the date of the Borrowing Loan Request; and , and shall be accompanied by a statement in the form of Exhibit C hereto signed by a Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9.1 through §9.4 hereof after giving effect to such requested Loan (vi) the location and number of Borrower’s account to which funds are to be disburseda “Compliance Certificate”). If no election as to the Type Submission of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower Loan Request shall be deemed to have selected an Interest Period of one month’s durationbe a representation by the Borrower that it will be in compliance with §9.1 through §9.4 after giving effect to such requested Loan. Promptly following Upon receipt of a Borrowing Request in accordance with this Section 2.03Loan Request, the Administrative Agent shall advise promptly notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part its Commitment Percentage of the requested BorrowingLoans. Each Lender shall be obligated to fund its Commitment Percentage of the requested Loans in accordance with § 2.8(a). Each such Loan Request shall be irrevocable and binding on the Borrower and the Borrower shall be obligated to accept the Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. If any such request sent via facsimile or email, it shall be so confirmed in writing, signed by a Responsible Officer of the Borrower to the Agent within two (2) Business Days thereafter. Unless notification is otherwise furnished by the Borrower to the Agent (in a manner consistent with this section) all loans will be via a credit to Borrowers Designated Account maintained with the Agent.

Requests for Loans. To request a LoanExcept with respect to the initial Loan on the Closing Date and Swing Loans, the Borrower (a) shall notify the Administrative Agent of such a potential request for a Loan as soon as possible, and (b) shall give to the Agent written notice in the form of Exhibit C hereto (or telephonic notice confirmed in writing not later in the form of Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (or if applicable) and Type. Each such shorter period notice shall also contain (i) a statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 7.11), and (ii) a certification by the Administrative Agent) before the date chief financial or chief accounting officer of the proposed Borrower that the Borrower and the Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. Each Borrowing Request Promptly upon receipt of any such notice, the Agent shall be delivered by hand delivery, fax or emailed pdf notify each of the Borrowing Request and shall be signed by BorrowerBanks thereof. Each Borrowing Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: (i) Borrower to accept the aggregate principal amount Loan requested from the Banks on the proposed Drawdown Date, provided that, in addition to the Borrower's other remedies against any Bank which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Bank fails to advance its proportionate share of the requested Loan; (ii) Loan in accordance with the date terms of such Loanthis Agreement, which provided further that the Borrower shall be liable in accordance with the terms of this Agreement to any Bank which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Bank as a Business Day; (iii) result of the Type Borrower's election to revoke such Loan Request. Nothing herein shall prevent the Borrower from seeking recourse against any Bank that fails to advance its proportionate share of Loans a requested Loan as required by this Agreement. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, each of the initial Interest Period to be applicable thereto (one (1) month or Banks no later than three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as Business Days prior to the Type of a Borrowing is specified, then the requested Borrowing Drawdown Date. Each Loan Request shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of (a) for a Borrowing Request Base Rate Loan in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the a minimum aggregate amount of such Lender’s Loan to be made as part of the requested Borrowing.$1,000,000 or an integral multiple

Requests for Loans. To request a Except with respect to the initial Loan, the Borrower shall notify give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in writing in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than five (5) Business Days prior to the proposed Drawdown Date. The Borrower shall not make a Loan Request more frequently than two times each month. Each such notice shall specify with respect to the requested Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Each such notice shall also contain (i) a statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of Section 7.11), (ii) a certification by the chief financial or chief accounting officer of the Borrower that the Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such request Loan, and (iii) a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under Section 6.4 or Section 7.4 adjusted in writing not the best good faith estimate of the Borrower to give effect to the proposed advance. Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Except as provided in this Section 2.6, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date, provided that, in addition to the Borrowers other remedies against any Lender which fails to advance its proportionate share of a requested Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than 12:00 noonthe Drawdown Date if any Lender fails to advance its proportionate share of the requested Loan in accordance with the terms of this Agreement, New York City timeprovided further that the Borrower shall be liable in accordance with the terms of this Agreement (including, without limitation, amounts due pursuant to Section 4.8) to any Lender which is prepared to advance its proportionate share of the requested Loan for any costs, expenses or damages incurred by such Lender as a result of the Borrowers election to revoke such Loan Request. Nothing herein shall prevent the Borrower or the funding Lenders from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan (but not any other Lender) as required by this Agreement for the actual and consequential damages incurred by the Borrower (including, without limitation, amounts required to be paid under this Agreement by the Borrower to any Lender) and such funding Lenders proximately caused by such Lender that has failed to advance its proportionate share, provided that in no event shall such Lender be liable for punitive or exemplary damages. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to each of the Lenders no later than three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingDrawdown Date. Each Borrowing Loan Request shall be delivered by hand delivery(a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, fax or emailed pdf (b) for a Eurodollar Rate Loan in a minimum aggregate amount of the Borrowing Request and $2,000,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: no more than five (i5) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Eurodollar Rate Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (outstanding at any one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtime.

Requests for Loans. To request a Loan, The Borrower (i) shall notify Lender of a potential request for a Loan as soon as possible prior to the Administrative Agent of such Borrower’s proposed Drawdown Date, and (ii) shall give to Lender a written request for each Loan requested hereunder in a form reasonably acceptable to Lender (or telephonic notice confirmed in writing not later in such form (a “Loan Request”) no less than 12:00 noon, New York City time, three (3) Business Days prior to the proposed Drawdown Date (provided, however, such three (3) Business Days prior notice shall not be required with respect to the Loan funded on the Closing Date). Each such Loan Request shall specify with respect to the requested Loan the proposed principal amount and Drawdown Date. Each such Loan Request shall also contain (i) a statement as to the purpose for which such advance shall be or has been used (which purpose shall be in accordance with the terms of §2.6), (ii) a certification by Borrower containing an itemized statement of Project Costs actually incurred and paid by Borrower for which such shorter period as may be agreed to Loan Request is requested, (iii) a certification by the Administrative Agent) before Borrower and the date of Guarantors that the proposed Borrower and Guarantors are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan, (iv) the items required pursuant to §11 of this Agreement and (v) such other information, documents and certificates as Lender may reasonably request, including, without limitation, lien waivers, invoices and architects and contractors certifications and such other disbursement, oversight, inspection and monitoring requirements and controls which are customary for construction loans for similar size projects and for similar type properties in similar geographic areas. Each Borrowing Request Lender shall be delivered by hand deliveryhave the right, fax or emailed pdf of the Borrowing Request at Borrower’s sole cost and shall be signed by Borrowerexpense, to retain a Construction Inspector to conduct such oversight, inspection, and monitoring requirements and controls. Each Borrowing Except as provided in this §2.4, each such Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information: Borrower to accept the Loan requested from the Lender on the proposed Drawdown Date. The Borrower may without cost or penalty revoke a Loan Request by delivering notice thereof to Lender no later than three (i3) Business Days prior to the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which Drawdown Date. Borrower shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (not submit more than one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one Loan Request per month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Requests for Loans. To request a LoanBorrowing, the Borrower shall notify the Administrative Agent Agent, who shall promptly thereafter notify the Lenders, of such request by telephone (a) in writing the case of a Eurodollar Borrowing, not later than 12:00 noon11:00 a.m., New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request or (b) in respect the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 3.01(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed borrowingBorrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each such telephonic Borrowing Request shall be irrevocable and shall be binding on Borrower confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following informationinformation in compliance with Section 2.01: (i) the aggregate principal amount of the requested LoanBorrowing; (ii) the date of such LoanBorrowing, which shall be a Business Day; (iii) the Type of Loans whether such Borrowing is to be borrowed (an ABR Borrowing or Eurodollar)a Eurodollar Borrowing; (iv) if in the case of a Eurodollar LoanBorrowing, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that thereto, which shall be a period contemplated by the conditions set forth in Section 4.02 have been satisfied in full as definition of the date of the Borrowing Requestterm "Interest Period"; and (viv) the location and number of the Borrower’s 's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.03. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR LoanBorrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Requests for Loans. To request a Loan, A Borrower shall notify give to the Administrative Agent written notice in the form of such request Exhibit C hereto (or telephonic notice confirmed in a writing not in the form of Exhibit C hereto) of the Loans requested from the Lenders hereunder (a "Loan Request"), no later than 12:00 noon, New York City Boston time, (i) no less than one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (ii) no less than three (3) LIBOR Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date of the proposed Drawdown Date of any LIBOR Loans; provided, however, that a Borrower may give to the Agent a Loan and deliver Request for a Borrowing Request in respect Swing Line Loan at any time prior to 12:00 noon, Boston time on the proposed Drawdown Date of such proposed borrowingSwing Line Loan. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and such notice shall specify the following information: (i) the aggregate principal amount of the Loans requested from the Lenders specifying whether such Loans are in respect of the Available Facility A Commitment (and, if so, whether a Swing Line Loan; ) and/or the Available Facility B Commitment (and in each case not in excess of the unused portion of the Available Total Commitment), (ii) the date of whether such LoanLoans are to be LIBOR Loans or Base Rate Loans, which shall be a Business Day; (iii) the Type of whether such Loans are to be borrowed Revolving Credit Loans or Term Loans (ABR or Eurodollarsubject, however, to 2.1(b) and 2.1(c) which respectively provide that, under Facility B, Loans made prior to the Conversion Date shall be Revolving Credit Loans and Loans made on the Conversion Date shall be Term Loans); , (iv) if a Eurodollar Loanthe proposed Drawdown Date of such Loans, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that in the conditions set forth in Section 4.02 have been satisfied in full as case of LIBOR Loans, the date of the Borrowing Request; and Interest Period for such Loans, (vi) the location and number of Borrower’s account purpose or purposes to which funds are to be disbursed. If no election as to the Type proceeds of a Borrowing is specified, then the requested Borrowing such Loans shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowingapplied, then Borrower and (vii) such other matters as are set forth on Exhibit C. Each Loan Request shall be deemed to have selected an Interest Period in a minimum aggregate amount of one month’s duration$1,000,000 or a higher integral multiple of $500,000; provided, however, that each Loan Request for a Swing Line Loan shall be in a minimum aggregate amount of $100,000 or a higher integral multiple of $50,000. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative The Agent shall advise then promptly notify each Lender by written notice of its respective Percentage of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingLoans requested.

Requests for Loans. To request a Loan, Borrower (a) The Domestic Borrowers shall notify give to the Administrative Agent written notice in the form of such request Exhibit C-1 hereto (a “Loan Request”) (or telephonic notice confirmed in a writing in the form of Exhibit C-1 hereto) of each Domestic Revolving Loan requested hereunder not later than 12:00 noon, New York City time, (i) one (1) Business Day prior to any Drawdown Date of any Base Rate Loan or (ii) three (3) Business Days (or such shorter period as may be agreed prior to by the Administrative Agent) before the date any Drawdown Date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingany LIBOR Rate Loan. Each Borrowing Loan Request shall be delivered by hand delivery, fax in a minimum aggregate amount of $500,000 or emailed pdf an integral multiple thereof. (b) The European Borrower shall give to the European Agent a Loan Request of each European Loan requested hereunder not later than three (3) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan. (c) The Canadian Borrower shall give to the Canadian Agent a Loan Request of each Canadian Revolving Loan requested hereunder not later than (i) one (1) Business Day prior to any Drawdown Date of any Canadian Base Rate Loan or (ii) three (3) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan. (d) The Australian Borrower shall give to the Administrative Agent (with a copy to Bank of America-Australia Branch) a Loan Request of each Australian Revolving Loan requested hereunder not later than four (4) Business Days prior to any Drawdown Date of any Applicable Offered Rate Loan. (e) Each Loan Request shall specify (i) the principal amount of the Borrowing applicable Loan requested, (ii) the proposed Drawdown Date of such Loan, (iii) the Interest Period for such Loan and (iv) the Type, if applicable, of such Loan. Promptly upon receipt of any such notice (but in any event on the same day such Loan Request and is received by the Applicable Agent), the Applicable Agent shall be signed by Borrowernotify each of the Applicable Lenders thereof. Each Borrowing such Loan Request shall be irrevocable and be binding on the Applicable Borrower and shall specify obligate the following information: (i) the aggregate principal amount of Applicable Borrower to accept the requested Loan; (ii) Loan on the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingproposed Drawdown Date thereof.

Requests for Loans. To request a Loan, The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a “Loan Request”) no less than 12:00 noon, New York City time, (a) one (1) Business Day prior to the proposed Borrowing Date of any Prime Rate Loan and (b) three (3) LIBOR Business Days prior to the proposed Borrowing Date of any LIBOR Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be signed accompanied by Borrowera Compliance Certificate based on the most recent certificate deliver pursuant to §7.4(d) with updated calculations evidencing compliance with the covenants contained in §9.3 through §9.6 hereof after giving effect to such requested Loan. Within one (1) Business Day after receipt of a Loan Request, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in §11 of this Agreement has not been met or waived. If such a notice is given the Majority Lenders shall promptly determine whether all of the conditions contained in §11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Majority Lenders determine that the conditions contained in §11 have been met or waived, each of the Lenders shall be obligated to fund its Facility Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed obligated to have selected an Interest Period of one month’s durationaccept the Loan requested from the Lenders on the proposed Borrowing Date. Promptly following receipt of Each Loan Request shall be in a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the minimum aggregate amount of such Lender’s Loan to be made as part $5,000,000 or an integral multiple of the requested Borrowing$1,000,000 in excess thereof.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice executed by an Authorized Officer in the form of such request Exhibit C hereto (or telephonic notice confirmed in writing not later than 12:00 noonin the form of Exhibit C hereto) of each Revolving Credit Loan or Term Loan requested hereunder (a “Loan Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving Credit Base Rate Loans and Term Base Rate Loans, New York City time, and three (3) Business Days prior to the proposed Drawdown Date with respect to Benchmark Revolving Credit Loans and Benchmark Term Loans. (b) Each such notice shall specify with respect to the requested Loan the proposed principal amount of such Loan, whether such Loan is a Revolving Credit Loan or Term Loan, the Type of Loan (provided that all Alternative Currency Loans shall be Benchmark Loans), the Currency in which such shorter period Loan is to be made, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as may to the purpose for which such advance shall be agreed to used (which purpose shall be in accordance with the terms of Section 6.15) and (ii) a certification by the Administrative Agent) before the date chief executive officer, president or chief financial officer of the proposed Borrower that the Borrower and Guarantors (including any Subsidiary Owner) are and will be in compliance with all covenants under the Loan and deliver a Borrowing Request in respect Documents after giving effect to the making of such proposed borrowingLoan. (c) Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders or Term Loan Lenders, as the case may be, of such Loan Request. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the applicable Lenders on the proposed Drawdown Date. (d) Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Loan as required by this Agreement. (e) Each Loan Request for Revolving Credit Loans shall be (i) in the case of a Revolving Credit Loan that is a Base Rate Loan, in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof, or (ii) in the case of a Revolving Credit Loan that is a Benchmark Loan, in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof. (f) Each Loan Request for Term Loans of any Type shall be in a minimum aggregate amount, or an integral multiple of, $50,000,000.00 (or such lesser amount as may be necessary for the Borrower to comply with the Term Loan funding requirements set forth in Section 2.2(b) one time. (g) There shall be no more than eight (8) Benchmark Loans outstanding at any (h) Any consent given by a Lender to the Agent to fund in a particular Alternative Currency shall be binding on Borrower such Lender and shall specify the following information:Agent may conclusively assume the effectiveness thereof absent receipt of notice to the contrary from any such Lender. (i) the aggregate principal amount of the requested If Borrower fails to specify a Currency in a Loan Request requesting a Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing Loan shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request made in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingDollars.

Requests for Loans. To request (a) The Borrower shall give to the Applicable Agent written notice in the form of Exhibit I hereto (or telephonic notice confirmed in a writing in the form of Exhibit I hereto) of each Loan requested hereunder (a "Loan Request") no less than (i) one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (ii) two (2) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (A) the principal amount of the Loan requested, (B) the proposed Drawdown Date of such Loan, Borrower (C) the Interest Period for such Loan, (D) the nature of such Loan as a Dollar Facility Loan or a Gold Loan, and (E) the Type of such Loan. Promptly upon receipt of any such notice, the Applicable Agent shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date each of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowingApplicable Banks thereof. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Loan Request shall be irrevocable and be binding on the Borrower and shall specify obligate the following information:Borrower to accept the Loan requested from the Applicable Banks on the proposed Drawdown Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate amount of $500,000.00 or an integral multiple thereof, and each Loan Request for a Eurodollar Rate Loan shall be in a minimum aggregate amount of $500,000.00 or an integral multiple of $500,000.00 in excess thereof. (b) Notwithstanding the notice and minimum amount requirements set forth in ss.8.3 (a) but otherwise in accordance with the terms and conditions of this Credit Agreement, the Applicable Agent may, in its sole discretion and without conferring with the Applicable Banks, make Revolving Credit Loans or, as the case may be, Gold Loans, to the Borrower (i) by entry of credits to the aggregate principal amount of Borrower's operating account(s) (No(s). 523-02282) (the requested Loan; "Operating Accounts") with the Dollar Agent to cover checks or other charges which the Borrower has drawn or made against such account, (ii) in payment of any amounts due and payable by the date Borrower hereunder (the Borrower hereby consenting to the automatic making of such LoanLoans by the Applicable Agent in payment of any such amounts, which shall be a Business Day; and the Applicable Agent hereby agreeing to give notice to the Borrower promptly after the making of any such Loans in payment of any such amounts), or (iii) in an amount as otherwise requested by the Type Borrower. The Borrower hereby requests and authorizes the Applicable Agent to make from time to time such Revolving Credit Loans or, as the case 2.1 and 6.1 and the requirements that the applicable provisions of ss.ss.14 (in the case of Loans to be borrowed (ABR or Eurodollar); (ivmade on the Closing Date) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.ss.15

Requests for Loans. To request Each Loan shall be made upon the Borrower’s notice to the Lender, which may be given by (A) telephone, or (B) a Loan, Borrower shall notify Loan Request; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent Lender of a Loan Request. Each such request in writing not Loan Request must be received by the Lender no later than 12:00 noon, New York City time, three (3) Business Days noon on the proposed Drawdown Date (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of any later time on such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryDrawdown Date if, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following information: (i) the aggregate principal amount of the requested Loan; (ii) the date of such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR or Eurodollar); (iv) if a Eurodollar Loanbut only if, the initial Interest Period Lender determines, acting in good faith and in a commercially reasonable manner, that it is operationally feasible for the Lender to be applicable thereto (one (1) month or three (3) monthsaccept such Loan Request at such later time); (v) ; provided that on each Business Day the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period delivered a Loan Request to re-borrow the entire principal amount of one month’s duration. Promptly following receipt each Loan then Outstanding, unless the Borrower shall give the Lender written notice (a “Repayment Notice”), no later than 12:00 noon on any Business Day (or any later time on such Business Day if, but only if, the Lender determines, acting in good faith and in a commercially reasonable manner, that it is operationally feasible for the Lender to accept such Repayment Notice at such later time), specifying the principal amount of a Borrowing Request any Loan (or portion thereof) that the Borrower intends to repay in cash on such Business Day in accordance with this Section 2.033.1. Each Loan Request shall specify (i) the principal amount of the Loan requested and (ii) the proposed Drawdown Date of such Loan. Each Loan Request shall be binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lender on the proposed Drawdown Date, except that the Borrower may revoke or amend any Loan Request or Repayment Notice by giving the Lender written notice of such revocation or amendment no later than 12:00 noon on the proposed Drawdown Date (or any later time on such proposed Drawdown Date if, but only if, the Administrative Agent Lender determines, acting in good faith and in a commercially reasonable manner, that it is operationally feasible for the Lender to accept such written notice at such later time). The Borrower may deliver more than one Loan Request on any Business Day, provided that any advances made or deemed made by the Lender on the same Business Day shall advise each Lender be deemed to constitute one and the same “Loan” within the meaning of the details thereof and of the this Credit Agreement. Each Loan Request shall be in a minimum aggregate amount of such Lender’s Loan to be made as part $10,000,000 or in an integral multiple of the requested Borrowing$1,000,000 in excess thereof.

Requests for Loans. To request a LoanSo long as no Default or Event of Default shall have occurred and be continuing and the circumstances in Section 3.2(b) and 3.2(c) do not exist, Borrower may from time to time request in writing Euro Dollar Rate Loans pursuant to a Notice of Borrowing or may request in writing that US Prime Rate Loans be converted to Euro Dollar Rate Loans pursuant to a Notice of Conversion/Continuation or that any existing Euro Dollar Rate Loans continue for an additional Interest Period pursuant to a Notice of Conversion/Continuation. Each Notice of Borrowing or Notice of Continuation/Conversion, as applicable, from Borrower shall notify specify the Administrative amount of the Euro Dollar Rate Loans or the amount of the US Prime Rate Loans to be converted to Euro Dollar Rate Loans or the amount of the Euro Dollar Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Euro Dollar Rate Loans. Subject to the terms and conditions contained herein, 3 Business Days after receipt by Agent of such request in writing not later than 12:00 noona Notice of Borrowing or Notice of Continuation/Conversion, New York City timeas the case may be, three (3) Business Days (from Borrower, such Euro Dollar Rate Loans shall be made or US Prime Rate Loans shall be converted to Euro Dollar Rate Loans or such shorter period Euro Dollar Rate Loans shall continue, as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryapplicable; provided, fax or emailed pdf of the Borrowing Request and shall be signed by Borrower. Each Borrowing Request shall be irrevocable and be binding on Borrower and shall specify the following informationthat: (i) the aggregate principal amount no Default or Event of the requested LoanDefault shall exist or have occurred and be continuing; (ii) the date no party hereto shall have sent any notice of such Loan, which shall be a Business Daytermination of this Agreement; (iii) the Type of Loans Borrower shall have complied with such customary procedures as are generally established by Agent and Lenders for all customers and specified by Agent and Lenders to be borrowed (ABR or Eurodollar)Borrower from time to time for requests by Borrower for Euro Dollar Rate Loans; (iv) if a Eurodollar Loan, the initial no more than 6 Interest Period to Periods (for all outstanding Euro Dollar Rate Loans) may be applicable thereto (in effect at any one (1) month or three (3) months)time; (v) the aggregate amount of the Euro Dollar Rate Loans must be in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof; and (vi) Agent and Lenders shall have determined that the conditions set forth in Section 4.02 have been satisfied in full Interest Period or Adjusted Euro Dollar Rate is available to Agent and Lenders and can be readily determined as of the date of the Borrowing Request; and (vi) the location and number of request for such Euro Dollar Rate Loan by Borrower’s account to which funds are to be disbursed. If no election as Subject to the Type terms and conditions contained herein, any request by Borrower to Agent pursuant to a Notice of a Borrowing is specified, then the requested Borrowing or Notice of Continuation/Conversion shall be deemed an ABR Loanirrevocable. If no Interest Period is specified with respect Notwithstanding anything to the contrary contained herein, Agent and Lenders shall not be required to purchase US Dollar deposits in the London interbank market to fund any requested Eurodollar BorrowingEuro Dollar Rate Loans, then Borrower but the provisions hereof shall be deemed to have selected apply as if Agent or Lenders had purchased such deposits to fund the Euro Dollar Rate Loans. Subject to the terms and conditions contained herein, any request by Borrower to Agent for a US Prime Rate Loan shall be in writing pursuant to a Notice of Borrowing, shall be irrevocable, shall be in an Interest Period amount not less than $1,000,000 or an integral multiple of one month’s duration. Promptly following receipt of a Borrowing Request $500,000 in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details excess thereof and of shall be given to Agent no later than 12:00 noon (Eastern Time) on the amount of Business Day upon which Borrower requires such Lender’s US Prime Rate Loan to be made as part of advanced to Borrower and if such request is provided after 12:00 noon (Eastern Time) on a Business Day then such US Prime Rate Loan shall be advanced on the requested Borrowingnext following Business Day.

Requests for Loans. To request a Loan, (a) The Borrower shall notify give to the Administrative Agent written notice in the form of such request in writing not later Exhibit B hereto of each Loan requested hereunder (a "Loan Request") no less than 12:00 noon, New York City time, (a) one (1) Business Day prior to the proposed Borrowing Date of any Base Rate Loan and (b) three (3) Eurodollar Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan. Each such notice shall specify (or such shorter period as may be agreed to by i) the Administrative Agent) before the date principal amount of the Loan requested, (ii) the proposed Loan and deliver a Borrowing Request in respect Date of such proposed borrowing. Each Borrowing Request shall be delivered by hand deliveryLoan, fax or emailed pdf (iii) the Interest Period for such Loan, and (iv) the Type of the Borrowing Request such Loan, and shall be accompanied by a statement in the form of Exhibit C hereto signed by Borrowera Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9.1 through Section 9.5 hereof after giving effect to such requested Loan (a "Compliance Certificate"). On the same day as the receipt of a Loan Request for a Base Rate Loan, and within one (1) Business Day after receipt of a Loan Request for a LIBOR Rate Loan, the Agent shall provide to each of the Lenders by facsimile a copy of such Loan Request and accompanying Compliance Certificate and each Lender shall, within 24 hours thereafter (if such following day is a Business Day, and if not, before 10:30 AM Boston time on the next succeeding Business Day), notify the Agent if it believes that any of the conditions contained in Section 11 of this Agreement has not been met or waived. If such a notice is given, Agent shall poll the Lenders, and the Requisite Lenders shall promptly determine whether all of the conditions contained in Section 11 of this Agreement have been met or waived. If no such notice is given by any Lender or if following such notice the Requisite Lenders determine that the conditions contained in Section 11 have been met or waived, or, in any event, if all conditions in Section 11 have in fact been met or waived, -20- Agent shall notify the Lenders that each of the Lenders shall be obligated to fund its Commitment Percentage of the requested Loans. Each Borrowing such Loan Request shall be irrevocable and be binding on the Borrower and the Borrower shall specify be obligated to accept the following information:Loan requested from the Lenders on the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower shall be allowed up to two (2) Loan Requests per month. (ib) Notwithstanding anything contained in Section 2.5(a) to the aggregate principal contrary, in the event that the making of a requested Loan would cause non-compliance with any of the covenants contained in Section 9.1 through Section 9.7 hereof, the Agent may, in its sole discretion, reduce the amount of the requested Loan; (ii) Loan Request to an amount which would enable the date of Borrower to maintain compliance with such Loan, which shall be a Business Day; (iii) the Type of Loans to be borrowed (ABR otherwise defaulted covenant or Eurodollar); (iv) if a Eurodollar Loan, the initial Interest Period to be applicable thereto (one (1) month or three (3) months); (v) that the conditions set forth in Section 4.02 have been satisfied in full as of the date of the Borrowing Request; and (vi) the location covenants and number of Borrower’s account to which funds are to be disbursed. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be deemed an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed accept the Loan made pursuant to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s reduced Loan to be made as part of the requested BorrowingRequest.