Common use of Requests for Loans Clause in Contracts

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the requested Loans to be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder and must: (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Lender’s Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower.

Requests for Loans. The following provisions shall apply to the request by the Borrower for a Loan: (i) The Borrower must give shall submit a Completed Loan Request to the Administrative Agent written notice 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. (or telephonic notice promptly confirmed 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 made at least by 12:00 p.m. noon (New York time) on 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 include a completed writing in writingthe form of Exhibit C hereto specifying: (1) the principal amount of the requested Loans Loan requested, (2) the proposed Drawdown Date of such Loan, (3) the Interest Period applicable to such Loan, and (4) the Type of such Loan being requested. (iv) No Lender shall be funded by Lenders. Such notice constitutes a “obligated to fund any Loan Notice” hereunder and mustunless: (a) specify a Completed Loan Request has been timely received by the Administrative Agent as provided in subsection (i) the aggregate amount thereof to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be fundedabove; 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 as of the Closing Date and all of the conditions set forth in §11 shall have been met, including, without limitation, the condition under §11.1 that there be no Default or Event of Default under this Agreement; and (c) the Administrative Agent shall have received a certificate in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower setting forth computations evidencing compliance with the covenants contained in §§9.1 and 9.6 on a pro forma basis after giving effect to such requested Loan (including, to the extent necessary to evidence compliance thereunder, the estimated results for all Real Estate to be acquired with the proceeds of such requested Loan), and, 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 Drawdown Date or thereafter. (v) The Administrative Agent will cause the Completed Loan Request (and the Certificate in the form of Exhibit D) to be delivered to each Lender in accordance with §14.12 and in any event on the same day that such request is received by the Administrative Agent not later than 11:00 a.m. (in the case of an Alternate Base Rate Loan) and on (i) the same day or the Business Day following the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the a Completed Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement Request is received by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice (in the case of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Lender’s Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrowera LIBOR Rate Loan).

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Loans to be funded by LendersBorrowing. Such Each such notice constitutes a “Loan "Borrowing Notice” " hereunder and must: (a) specify the corresponding Financing Request-Final, each Participating Lender therein, and (iA) the aggregate amount thereof of any such Borrowing and the Funding Date on which Base Rate Loans are to be funded as Base Rate Loansadvanced, or (iiB) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the Funding Date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., New York, New York time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice "Borrowing Notice" attached hereto as Exhibit D heretoB-3, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Participating Lender therein will on the date requested Funding Date promptly remit to the Administrative Agent at the Administrative Agent’s Office its office in New York, New York the amount of such Participating Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Participating Lender that such Participating Lender will not make available to Borrower such Lender's new Loan, Administrative Agent may in its discretion assume that such Participating Lender has made such Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Participating Lender shall not so make its new Loan available to Administrative Agent, such Participating Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Participating Lender is making such payment, and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Participating Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Participating Lender to make any new Loan to be made by it hereunder shall not relieve any other Participating Lender of its obligation hereunder, if any, to make its new Loan, but no Participating Lender shall be responsible for the failure of any other Participating Lender to make any new Loan to be made by such other Participating Lender. All Borrowings of Loans shall be advanced in Dollars.

Requests for Loans. The To request a Borrowing, the Borrower must give to shall notify the Administrative Agent of such request by written notice not later than (or telephonic notice promptly confirmed i) 12:00 noon, Local Time three Business Days before the Closing Date, in writingthe case of a Eurocurrency Borrowing and (ii) 12:00 noon, Local Time one Business Day before the Closing Date, in the case of an ABR Borrowing. Each such Borrowing Request shall specify the requested Loans to be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder and mustfollowing information in compliance with Section 2.02: (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, of the requested Borrowing; (ii) the aggregate amount thereof to date of such Borrowing, which shall be funded as Eurodollar Loans and the length of the applicable Interest Period, and a Business Day; (iii) the date on which the Loans are whether such Borrowing is to be fundedan ABR Borrowing or a Eurocurrency Borrowing; (iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (iv) the day on location and number of the Borrower’s account to which the Loans funds are to be madedisbursed. If no election as to the Type of Borrowing is specified, or (ii) if then the funding of requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request Borrower shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationhave selected an Interest Period of three months’ duration. Upon Promptly following receipt of any such Loan Notice requesting Loansa Borrowing Request in accordance with this Section, the Administrative Agent shall give advise each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office details thereof and of the amount of such Lender’s Loan in immediately available funds, and upon receipt to be made as part of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrowerrequested Borrowing.

Requests for Loans. The Except with respect to the initial Loan, the Borrower must shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting 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 Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansused (which purpose shall be in accordance with the terms of Section 7.11), (ii) in the aggregate amount thereof case of any advance relating to any Capital Improvement Project for a Mortgaged Property or Mezzanine Property, a certification from the Borrower that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property or Mezzanine Property, as applicable, have been paid (or will be funded as Eurodollar Loans and paid from the length proceeds of the applicable Interest Periodrequested advance) all amounts due for such labor and materials, and if requested by the Agent, delivery to the Agent of affidavits, lien waivers or other evidence reasonably satisfactory to the Agent evidencing the same, and (iii) the date on which the Loans are to be funded; and (b) be received a certification by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, chief financial or (ii) if the funding chief accounting officer of the Loans Borrower that the Borrower and the Guarantor are and will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of compliance with all covenants under the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as Documents after giving effect to the matters which are required to be set out in making of such written confirmationLoan. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.6, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 in accordance with the terms of this Agreement, provided 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 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 or the funding Banks from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan (but not any other Bank) 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 Bank) and such funding Banks proximately caused by such Bank that has failed to advance its proportionate share, provided that in no event shall such Bank 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 Banks no later than three (3) Business Days prior to the Drawdown Date. 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 five (5) Eurodollar Rate Loans outstanding at any one time. In the event that the proceeds from such Loan are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable thereafter such evidence as the Agent shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement).

Requests for Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing Request of Revolving Loans to be funded made by Revolving Lenders. Such Each such notice constitutes a “Loan NoticeBorrowing Request” hereunder and must: (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans of any such Revolving Loan and the length of the applicable Interest Period, and (iii) the date on which the such Revolving Loans are to be fundedmade; and (b) be received by the Administrative Agent not no later than 11:00 a.m. on 10:00 a.m., New York, New York time, three (i3) Business Days prior to the day date on which the any such Revolving Loans are to be made, or made (ii) if provided that the funding of Borrowing Request for the Loans will include Eurodollar Loans, made on the third Business Day preceding Restatement Date may be delivered on the day on which the Loans are to be madeRestatement Date). Such Each such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D heretoBorrowing Request, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Request, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been metOn the requested borrowing date, each Revolving Lender will on the date requested promptly remit to the shall provide Administrative Agent at the Administrative Agent’s Office the amount of such Lender’s Loan in with immediately available funds, and upon to the Loan Account, covering that Lender’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice from Administrative Agent that the conditions precedent set forth in Section 3 with respect to that borrowing have not been satisfied. After Administrative Agent’s receipt of such fundsthe proceeds of the applicable Loans from Revolving Lenders, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such the proceeds of those Loans available to Borrower on the Borrowerapplicable borrowing date by transferring to Borrower immediately available funds equal to the proceeds received by Administrative Agent or as may otherwise be directed by Borrower in writing.

Requests for Loans. The Borrower must give to the Administrative Agent written notice a Borrowing Notice for any requested Loans (or i) by telephone (which telephonic notice promptly shall be confirmed in writing), or (ii) of the requested Loans to be funded by Lendersif Agent so requests, in writing. Such notice constitutes a “Loan Notice” hereunder and Each Borrowing Notice must: (a) specify (i) the aggregate amount thereof of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be funded as Base Rate Loansadvanced, or (ii) the aggregate amount thereof of any such Loan of new Fixed Rate Loans, the date on which such Fixed Rate Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and or (iii) the date on which the if such new Fixed Rate Loans are to be fundedcombined with existing Loans in a new Borrowing the foregoing information with respect to such combined Borrowing; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., Dallas, Texas time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Fixed Rate Loans will include Eurodollar Loansare to be made, the third Business Day preceding the day on which the such Fixed Rate Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Notwithstanding the foregoing provisions of this Section 2.2, each payment of a draft or demand for payment under a Letter of Credit honored by Issuing Bank shall constitute a Borrowing Notice in the amount of such payment. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such the Loans requested in any manner described above have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office 's office in Dallas, Texas the amount of such Lender’s 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such the Loans available to Borrower. Each Borrowing Notice shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such 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 Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the Late Payment Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the requested Loans to be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder and must: (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent ------------------ not later than 11:00 a.m. on (i) am., Central time, at least one Business Day's prior written notice of any requested Loans which shall bear interest at the day on Base Rate and not later than 11:00 a.m., Central time, at least three Business Day's prior written notice of any requested Loans which shall bear interest at the Loans are to be madeAdjusted LIBOR Rate, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on after which the Loans are to be madeAdministrative Agent shall give each Lender prompt written notice thereof. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice "Request for Advances" attached hereto as Exhibit D heretoB, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will not later than 12:00 noon, Central time, on the date requested promptly remit to the Administrative Agent at Administrative Agent's office at the address set forth below its signature or at such other address as specified in writing to the Administrative Agent’s Office , the amount of such Lender’s Loan 's Loans in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make the Loans available to Borrower in immediately available funds. Each Request for Loans shall be irrevocable and binding on Borrower. Unless Administrative Agent shall have received prompt written notice from a Lender that such Lender will not make available to Administrative Agent such Lender's Loans, Administrative Agent may in its discretion assume that such Lender has made such Loans available to Administrative Agent in accordance with this section and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the Borrowerextent such Lender shall not so make its 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 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 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 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 Loans made on such date. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

Requests for Loans. The (a) With respect to each Loan, including the initial Loan funded at the Closing Date, the Borrower must shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting 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. Each such notice shall specify with respect to the requested Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansused (which purpose shall be in accordance with the terms of Section 7.11), (ii) in the aggregate amount thereof case of any advance relating to any Capital Improvement Project for a Mortgaged Property, a certification from the Borrower that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property, as applicable, have been paid (or will be funded as Eurodollar Loans and paid from the length proceeds of the applicable Interest Periodrequested advance) all amounts due for such labor and materials, and if requested by the Agent, delivery to the Agent of affidavits, lien waivers or other evidence reasonably satisfactory to the Agent evidencing the same, and (iii) a certification by the date on which chief financial or chief accounting officer of the Loans Borrower that the Borrower and the Guarantor are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. With respect to any Loan proposed to be funded; andfunded after the initial Loan funded at the Closing Date, the Borrower shall have complied with all requirements set forth in Section 5.4 and the Banks shall have granted their consent to and accepted the additional Collateral for such Loan in accordance with the terms and conditions of Section 5.4. (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.6, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 in accordance with the terms of this Agreement, provided 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 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 or the funding Banks from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan (but not any other Bank) 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 Bank) and such funding Banks proximately caused by such Bank that has failed to advance its proportionate share, provided that in no event shall such Bank 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 Banks no later than three (3) Business Days prior to the Drawdown Date. 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 five (5) Eurodollar Rate Loans outstanding at any one time. In the event that the proceeds from such Loan are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable thereafter such evidence as the Agent shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement).

Requests for Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing Request of Loans to be funded made by Lenders. Such Each such notice constitutes a “Loan NoticeBorrowing Request” hereunder and must: (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans of any such Loan and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the such Loans are to be made; (b) specify wire instructions to the Borrower’s account; and (c) be received by Administrative Agent no later than 10:00 a.m., or New York, New York time, (i) with respect to the Initial Term Loans, two (2) Business Days prior to the Closing Date and (ii) if with respect to any Delayed Draw Term Loan, ten (10) Business Days (or such shorter time as the funding Administrative Agent may agree) prior to the making of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be madesuch Delayed Draw Term Loan. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D heretoBorrowing Request, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Request, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been metOn the requested borrowing date, each Lender will on the date requested promptly remit to the shall provide Administrative Agent at with immediately available funds no later than 12:00 p.m. New York time, covering that Lender’s Pro Rata Share of that borrowing so long as the applicable Lender has not received written notice from Administrative Agent that the conditions precedent set forth in Section 3 with respect to that borrowing have not been satisfied. After Administrative Agent’s Office receipt of the amount proceeds of such Lender’s Loan in immediately available funds, the applicable Loans from Lenders and upon receipt of such all requested funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such the proceeds of those Loans available to the BorrowerBorrower on the applicable borrowing date by transferring to the Borrower immediately available funds equal to the proceeds received by Administrative Agent or as may otherwise be directed by the Borrower in writing.

Requests for Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of new Loans to be funded advanced by the applicable Lenders. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount thereof of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be funded as Base Rate Loansadvanced, or (ii) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., Houston, Texas time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D hereto2.2(b), duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each applicable Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each applicable Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office office in Houston, Texas 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 Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless Agent shall have received prompt notice from a Lender that such Lender will not make available to Agent such Lender’s new Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this Section and Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its new Loan available to Agent, such Lender and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender.

Requests for Loans. The (a) Except with respect to the initial Loan funded at the Closing Date, the Borrower must shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting 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 (2) times each month. Each such notice shall specify with respect to the requested Loans Loan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type; provided, that, notwithstanding anything herein to the contrary, each Type of Loan requested by Borrower shall be funded the same Type requested by LendersProperty Owner for the corresponding advance under the Mortgage Loan Agreement. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded used (which purpose shall be in accordance with the terms of Section 5.6 or Section 7.11, as Base Rate Loansapplicable), (ii) in the aggregate amount thereof case of any advance relating to any Capital Improvement Project for a Mortgaged Property or a Mezzanine Property, a certification from the Borrower that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property or Mezzanine Property, as applicable, have been paid (or will be funded as Eurodollar Loans and paid from the length proceeds of the applicable Interest Periodrequested advance) all amounts due for such labor and materials, and if requested by the Agent, delivery to the Agent of affidavits, lien waivers or other evidence reasonably satisfactory to the Agent evidencing the same, and (iii) a certification by the date on which chief financial or chief accounting officer of the Loans Borrower that the Borrower and the Guarantor are and will be in compliance with all of their respective covenants under the Loan Documents after giving effect to the making of such Loan. With respect to any Loan proposed to be funded; andfunded after the initial Loan funded at the Closing Date, the Borrower shall have complied with all requirements set forth in Section 5.4 and the Majority Banks shall have granted their consent to and agreed to advance against a Mortgaged Property in accordance with the terms and conditions of Section 5.4. (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.6, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 in accordance with the terms of this Agreement, provided 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 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 or the funding Banks from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan (but not any other Bank) 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 Bank) and such funding Banks proximately caused by such Bank that has failed to advance its proportionate share, provided that in no event shall such Bank 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 Banks no later than three (3) Business Days prior to the Drawdown Date. 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 five (5) Eurodollar Rate Loans outstanding at any one time. In the event that the proceeds from such Loan are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable thereafter such evidence as the Agent shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement). (c) Notwithstanding the foregoing, the Banks shall not be obligated to advance a Loan to Borrower unless and until the Mortgage Loan Banks have contemporaneously therewith advanced a pro rata amount for the same purpose as Borrower is requesting funds pursuant to Section 7.

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Loans to be funded by LendersBorrowing. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) specify the corresponding Financing Request-Final, each Participating Lender therein, and (iA) the aggregate amount thereof of any such Borrowing and the Funding Date on which Base Rate Loans are to be funded as Base Rate Loansadvanced, or (iiB) the aggregate amount thereof of any such Borrowing of new LIBOR Loans, the Funding Date on which such LIBOR Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., Boston, Massachusetts time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such LIBOR Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB-3, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Participating Lender therein will on the date requested Funding Date promptly remit to the Administrative Agent at the Administrative Agent’s Office its office in Boston, Massachusetts the amount of such Participating Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Participating Lender that such Participating Lender will not make available to Borrower such Lender’s new Loan, Administrative Agent may in its discretion assume that such Participating Lender has made such Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Participating Lender shall not so make its new Loan available to Administrative Agent, such Participating Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Participating Lender is making such payment, and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Participating Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Participating Lender to make any new Loan to be made by it hereunder shall not relieve any other Participating Lender of its obligation hereunder, if any, to make its new Loan, but no Participating Lender shall be responsible for the failure of any other Participating Lender to make any new Loan to be made by such other Participating Lender. All Borrowings of Loans shall be advanced in Dollars.

Requests for Loans. The Borrower must (i) shall notify the Agent of a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must:shall also contain (a) specify (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansor has been used (which purpose shall be in accordance with the terms of Section 7.11), (ii) in the aggregate amount thereof case of any advance relating to be funded as Eurodollar Loans any Capital Improvement Project to a Mortgaged Property and if requested by the length Agent, delivery to the Agent within thirty (30) days thereafter of affidavits, lien waivers or other evidence reasonably satisfactory to the applicable Interest PeriodMajority Banks showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for such labor and materials, and (iii) the date on which the Loans are to be funded; and (b) be received a certification by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, chief financial or (ii) if the funding chief accounting officer of the Loans general partner of the Borrower that the Borrower is and will include Eurodollar Loansbe in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Notwithstanding anything in this Section 2.5 to the contrary, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request Borrower shall be deemed permitted to use the proceeds of a representation, warranty, acknowledgment and agreement by Loan to reimburse the Borrower as for amounts paid from its own funds to acquire Real Estate, to develop undeveloped Real Estate (subject to the matters which are required to be restrictions set out forth in such written confirmationSection 8.9) or for Capital Improvement Projects with respect thereto. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.5, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 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 of damages actually 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 prior to the Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in the minimum aggregate amount of $500,000 or an integral multiple of $100,000 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 in excess thereof; provided, however, that there shall be no more than six (6) LIBOR Rate Loans outstanding at any one time (or eight (8) in the event that the Total Commitment is increased to $100,000,000.00). In the event that the proceeds from such Loan have been or are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable such evidence as the Majority Banks shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement)."; (f) By deleting the words "four

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of new Loans to be funded advanced by Lenders. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) a. specify (i) the aggregate amount thereof to be funded as of any such Borrowing of new Base Rate Loans, and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans and advanced (which shall be the first day of the Interest Period which is to apply thereto), the length of the applicable Interest Period, and the Consolidated Cash Balance (iiiwithout regard to the requested Borrowing) and the date on which pro forma Consolidated Cash Balance (giving effect to the Loans are to be fundedrequested Borrowing); and (b) b. be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, on (i) the first Business Day preceding the day on which the Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent Agent, at the Administrative Agent’s Office 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 Loans Loan have been neither met nor waived as provided herein, the 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 by such Lender, the greater of the 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. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of new Loans to be funded advanced by Lenders. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) a. specify (i) the aggregate amount thereof to be funded as of any such Borrowing of new Base Rate Loans, and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and the Consolidated Cash Balance (iiiwithout regard to the requested Borrowing) and the date on which pro forma Consolidated Cash Balance (giving effect to the Loans are to be fundedrequested Borrowing); and (b) b. be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, on (i) the first Business Day preceding the day on which the Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent Agent, at the Administrative Agent’s Office 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 Loans Loan have been neither met nor waived as provided herein, the 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 by such Lender, the greater of the 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. The Borrower must give to the Administrative Agent irrevocable written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of Loans to be funded advanced by LendersXxxxxxx. Such Each such irrevocable notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount thereof Class and Type of Loans applicable to be funded as Base Rate Loanssuch Borrowing, (ii) the aggregate amount thereof of any such Borrowing and the date on which such Loans are to be funded as Eurodollar Loans and advanced (which, with respect to SOFR Loans, shall be the length first day of the applicable Interest Period, Period that is to apply thereto) and (iii) the date on wire information of the account to which the Loans proceeds of such Borrowing are to be fundeddeposited; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) noon one Business Day preceding the day on which the any such Base Rate Loans are to be made, or (ii) if noon on the funding of the Loans will include Eurodollar Loans, the third 3rd Business Day preceding the day on which the any such SOFR Loans are to be made. Such Each such irrevocable written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completedcompleted by a Responsible Officer or other authorized officer. Such telephonic request Each Borrowing shall be deemed in an aggregate principal amount not less than the lesser of (i) $1,000,000 or a representationwhole multiple of $500,000 in excess thereof; provided that the final Borrowing of Term Loans may be in an amount equal to the then-remaining Term Loan Commitment, warranty, acknowledgment and agreement by (ii) the Availability. Each Borrowing shall be constituted entirely of Base Rate Loans or of SOFR Loans as the Borrower as to the matters which are required to be set out may request in such written confirmationaccordance herewith. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender of a Class of Loans requested in the Borrowing Notice prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each applicable Lender for such Class of Loans will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Borrowing Notice (or, as to Loans to be made on the Closing Date as to which Advance Funding Arrangements are in effect, in accordance with the terms thereof) the amount of such Lender’s Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by 36 [OPAL Fuels Credit Agreement] the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Requests for Loans. The Borrower must (i) shall notify the Agent of 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 Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansor has been used (which purpose shall be in accordance with the terms of Section 7.11), (ii) in the aggregate amount thereof case of any advance relating to be funded as Eurodollar Loans and any Capital Improvement Project, upon the length request of the Agent (A) a statement that such advance will reimburse the Borrower for or pay costs incurred for work on the applicable Interest PeriodCapital Improvement Project together with such evidence as the Majority Banks may reasonably require to verify the cost of such work (which evidence may include, without limitation, invoices and receipts) and that such work is in place or that stored materials are properly secured (which evidence may include a satisfactory report from the Construction Inspector), and (B) in the event that such Capital Improvement Project relates to a Mortgaged Property and if requested by the Majority Banks, delivery to the Agent within thirty (30) days thereafter of affidavits, lien waivers or other evidence reasonably satisfactory to the Majority Banks showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for such labor and materials, and (iii) the date on which the Loans are to be funded; and (b) be received a certification by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, chief financial or (ii) if the funding chief accounting officer of the Loans general partner of the Borrower that the Borrower is and will include Eurodollar Loansbe in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Notwithstanding anything in this Section 2.5 to the contrary, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request Borrower shall be deemed permitted to use the proceeds of a representation, warranty, acknowledgment and agreement by Loan to reimburse the Borrower as for amounts paid from its own funds to acquire Real Estate, to develop undeveloped Real Estate (subject to the matters which are required to be restrictions set out forth in such written confirmationSection 8.9) or for Capital Improvement Projects with respect thereto. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.5, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 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 actually 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 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, 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 four (4) LIBOR Rate Loans outstanding at any one time. In the event that the proceeds from such Loan have been or are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable such evidence as the Majority Banks shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement).

Requests for Loans. The Borrower Company must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of new Loans to be funded advanced by LendersLenders in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: must (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar of any such Borrowing of new Loans and the length of the applicable Interest Period, and (iii) the date on which the such Loans are to be fundedadvanced; and and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., Las Vegas, Nevada time, on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third 5th Business Day preceding the day on which the any such Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the 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 Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Company, minus the Borrowerfees and discounts due and payable to Administrative Agent or Lenders on the date thereof pursuant to Section 2.5. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender.

Requests for Loans. The (a) To request an Initial Term Loan on the Effective Date, the Borrower must give to shall notify the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of such request not later than 1:00 p.m., New York time, one Business Day before the date of the requested Loans to be funded by Lendersproposed borrowing. Such notice constitutes a “Loan Notice” hereunder Borrowing Request shall be irrevocable. Such written Borrowing Request shall be in substantially the form of Exhibit B and mustsigned by the Borrower and shall specify the following information: (a) specify (i) the aggregate amount thereof to be funded as Base Rate of the requested Loans, ; (ii) the aggregate amount thereof to date of such borrowing, which shall be funded as Eurodollar Loans and the length of the applicable Interest Period, and a Business Day; and (iii) the date on location and number of the Borrower’s account to which the Loans funds are to be fundeddisbursed, which shall comply with the requirements of ‎Section 2.04. (b) To request a Delayed Draw Loan prior to the Delayed Draw Commitment Termination Date, the Borrower shall notify the Administrative Agent of such request not later than 1:00 p.m., New York time, five Business Days before the date of the proposed borrowing. Each such Borrowing 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 Loans; (ii) the date of such borrowing, which shall be a Business Day; (iii) pro forma total Credit Exposure (after giving effect to the Loans requested); and (b) be received by the Administrative Agent not later than 11:00 a.m. on (iiv) the day on location and number of the Borrower’s account to which the Loans funds are to be madedisbursed, or which shall comply with the requirements of Section 2.04. (iic) if Each Borrowing Request shall constitute a representation that the funding amount of the Loans will include Eurodollar Loans, requested Loan shall not cause the third Business Day preceding total Credit Exposures to exceed the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon total Commitments. (d) Promptly following receipt of any such Loan Notice requesting Loansa Borrowing Request in accordance with this ‎Section 2.03, the Administrative Agent shall give advise each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office details thereof and of the amount of such Lender’s Loan in immediately available funds, and upon receipt to be made as part of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrowerrequested borrowing.

Requests for Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Loans Loan borrowing pursuant to a Borrowing Notice. Each Borrowing Notice shall be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder irrevocable and must: (a) specify (i) the aggregate amount thereof of Loans requested to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans made and the length of the applicable Interest Period, and (iii) the date on which the such Loans are requested to be funded; andmade; (b) be received by the Administrative Agent not no later than 11:00 a.m. 10:00 a.m., New York, New York time, ten (10) Business Days (or, in the case of the Loans on the Closing Date, one (i1) Business Day) prior to the day date on which the any such Loans are to be made, made (or such shorter period as the Administrative Agent and the Lenders may agree); (iic) if specify the funding location and number of the Loans will include Eurodollar Loans, the third Business Day preceding the day on accounts to which the Loans funds are to be made. Such written request or confirmation must disbursed, which shall be made in the form and substance Deposit Accounts of the Borrower and/or any of the Loan Parties subject to Control Agreements or the account or accounts of such other third party recipients as expressly identified in the Borrowing Notice attached as Exhibit D heretoand approved by the Administrative Agent; and (d) certify that each of the conditions precedent specified in Section 3.1 (in the case of Loans being made pursuant to the Initial Commitments) and pursuant to any amendment or other agreement entered into in connection with a borrowing of Incremental Term Loans, at the time of the applicable borrowing and after giving effect to such borrowing, shall have been satisfied or waived in accordance with the terms hereof. Each such Borrowing Notice must be duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office Account the amount of such LenderXxxxxx’s Loan new Loans in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided hereinherein or such Lender has already made Loans equal to the amount it is required to fund on such date pursuant to Section 2.1, the Administrative Agent shall promptly make such Loans available to the Borrower. The failure of any Lender to make any Loan hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loans hereunder.

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of new Loans to be funded advanced by Lenders. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) : specify (i) the aggregate amount thereof to be funded as of any such Borrowing of new Base Rate Loans, and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and the Consolidated Cash Balance (iiiwithout regard to the requested Borrowing) and the date on which pro forma Consolidated Cash Balance (giving effect to the Loans are to be fundedrequested Borrowing); and (b) and be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, on (i) the first Business Day preceding the day on which the Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent Agent, at the Administrative Agent’s Office 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 Loans Loan have been neither met nor waived as provided herein, the 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 by such Lender, the greater of the 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. Continuations and Conversions of Existing Loans. Borrower may make the following elections with respect to Loans already outstanding: to convert Base Rate Loans to Eurodollar Loans, to convert Eurodollar Loans to Base Rate Loans on the last day of the Interest Period applicable thereto, and to continue Eurodollar Loans beyond the expiration of such Interest Period by designating a new Interest Period to take effect at the time of such expiration. In making such elections, Borrower may combine existing Loans made pursuant to separate Borrowings into one new Borrowing or divide existing Loans made pursuant to one Borrowing into separate new Borrowings, provided that Borrower may have no more than three (3) Borrowings of Eurodollar Loans outstanding at any time. To make any such election, Borrower must give to Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any such Conversion or Continuation of existing Loans, with a separate notice given for each new Borrowing. Each such notice constitutes a “Continuation/Conversion Notice” hereunder and must: specify the existing Loans which are to be Continued or Converted; specify (i) the aggregate amount of any Borrowing of Base Rate Loans into which such existing Loans are to be continued or converted and the date on which such Continuation or Conversion is to occur, or (ii) the aggregate amount of any Borrowing of Eurodollar Loans into which such existing Loans are to be continued or converted, the date on which such Continuation or Conversion is to occur (which shall be the first day of the Interest Period which is to apply to such Eurodollar Loans), and the length of the applicable Interest Period; and be received by Administrative Agent not later than noon, New York time, on (i) the day on which any such Continuation or Conversion to Base Rate Loans is to occur, or (ii) the third Business Day preceding the day on which any such Continuation or Conversion to Eurodollar Loans is to occur. Each such written request or confirmation must be made in the form and substance of the “Continuation/Conversion Notice” attached hereto as Exhibit C, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Continuation/Conversion Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Continuation/Conversion Notice shall be irrevocable and binding on Borrower. During the continuance of any Default, Borrower may not make any election to convert existing Loans into Eurodollar Loans or continue existing Loans as Eurodollar Loans. If (due to the existence of a Default or for any other reason) Borrower is prohibited hereby from giving any Continuation/Conversion Notice with respect to a Borrowing of existing Eurodollar Loans at least three days prior to the end of the Interest Period applicable thereto, such Eurodollar Loans shall automatically be converted into Base Rate Loans at the end of such Interest Period. No new funds shall be repaid by Borrower or advanced by any Lender in connection with any Continuation or Conversion of existing Loans pursuant to this section, and no such Continuation or Conversion shall be deemed to be a new advance of funds for any purpose; such Continuations and Conversions merely constitute a change in the interest rate applicable to already outstanding Loans.

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Loans to be funded by LendersBorrowing. Such Each such notice constitutes a “Loan "Borrowing Notice” " hereunder and must: (a) specify (iA) the aggregate amount thereof of any such Borrowing and the date on which Base Rate Loans are to be funded as Base Rate Loansadvanced, or (iiB) the aggregate amount thereof of any such Borrowing of new LIBOR Loans, the date on which such LIBOR Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such LIBOR Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice "Borrowing Notice" attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office its office in Chicago, Illinois the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender that such Lender will not make available to Borrower such Lender's new Loan, Administrative Agent may in its discretion assume that such Lender has made such Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its new Loan available to Administrative Agent, such Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment, and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender. All Borrowings of Loans shall be advanced in Dollars.

Requests for Loans. The Borrower must give to the Administrative ------------------ Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Borrowing of Loans to be funded by Lenders. Such Each such notice constitutes a “Loan "Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount thereof of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be funded as Base Rate Loansadvanced, or (ii) the aggregate amount thereof of any such Borrowing of new LIBOR Loans, the date on which such LIBOR Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., Boston, Massachusetts time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such LIBOR Loans are to be made. (c) If any requested Borrowing of Loans or portion thereof is to be utilized by Borrower exclusively for working capital purposes (such Borrowing or such portion being called a "Working Capital Borrowing"), Borrower shall specify in the Borrowing Notice that such Borrowing or such portion is a Working Capital Borrowing. Such In addition, any repayment of a Loan that is intended as a repayment of all or any part of the outstanding amount of one or more Working Capital Borrowings shall be so identified to the Administrative Agent at the time of such repayment. Each such written request or confirmation must be made in the form and substance of the Loan Notice "Borrowing Notice" attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office 's office in Boston, Massachusetts the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to 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 new Loan, Administrative Agent may in its discretion assume that such Lender has made such Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its new Loan available to Administrative Agent, such Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall, be entitled to recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender.

Requests for Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Loans Loan borrowing pursuant to a Borrowing Notice. Each Borrowing Notice shall be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder irrevocable and must: (a) specify (i) the aggregate amount thereof of Loans requested to be funded as Base Rate Loans, (ii) the aggregate amount thereof to be funded as Eurodollar Loans made and the length of the applicable Interest Period, and (iii) the date on which the such Loans are requested to be funded; andmade; (b) be received by the Administrative Agent not no later than 11:00 a.m. 10:00 a.m., New York, New York time, ten (10) Business Days (or, in the case of the Loans on (ithe Closing Date, 1 Business day) prior to the day date on which the any such Loans are to be made, made (or such shorter period as the Administrative Agent and the Lenders may agree); (iic) if specify the funding location and number of the Loans will include Eurodollar Loans, Borrower’s and the third Business Day preceding the day on Borrower Subsidiary accounts to which the Loans funds are to be madedisbursed, which shall be the Deposit Accounts of the Borrower subject to Control Agreements and the Borrower Subsidiaries or the account or accounts of such other third party recipients as expressly identified in the Borrowing Notice and approved by the Administrative Agent; and (d) certify that each of the conditions precedent specified in Section 3.1 (in the case of Loans being made pursuant to the Initial Commitments) or Section 3.2 (in the case of Loans being made pursuant to the Delayed Draw Commitments), at the time of the applicable Borrowing and after giving effect to such Borrowing, shall have been satisfied or waived in accordance with the terms hereof. Such written request or confirmation Each such Borrowing Notice must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office Account the amount of such Lender’s Loan new Loans in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided hereinherein or such Lender has already made Loans equal to the amount it is required to fund on such date pursuant to Section 2.1, the Administrative Agent shall promptly make such Loans available to Borrower. The failure of any Lender to make any Loan hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the Borrowerfailure of any other Lender to make any Loans hereunder.

Requests for Loans. The To request a Loan, Borrower must give shall notify the Administrative Agent of such request by telephone (a) in the case of any Base Rate Loan, not later than 11:30 a.m., New York City time, on the same day of such proposed Loan, (b) in the case of any LIBOR Loan, not later than 11:30 a.m., New York City time, three (3) Business Days before the date of such proposed Loan. Each such telephonic Loan Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a Loan Request in the form attached hereto as Exhibit F and signed by Borrower. Each such telephonic and written notice (or telephonic notice promptly confirmed Loan Request shall specify the following information in writing) of the requested Loans to be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder and mustcompliance with Section 2.02 hereof: (a) specify (i) the aggregate amount thereof to be funded as Base Rate Loans, of the requested Loan; (ii) the aggregate amount thereof to date of such Loan, which shall be funded as Eurodollar Loans and the length of the applicable Interest Period, and a Business Day; (iii) whether such Loan is to be a Base Rate Loan or a LIBOR Loan; (iv) the date on location and number of Borrower’s account to which the Loans funds are to be fundeddisbursed, which shall comply with the requirements of Section 2.06 hereof; and (bv) whether the proceeds of such Loan shall be received by the Administrative Agent not later than 11:00 a.m. on used for (ix) the day on which the Loans are to be made, working capital purposes or (iiy) if vessel acquisition or capacity expansion purposes. If no election as to the funding type of Loan is specified, then the Loans will include Eurodollar Loansrequested Loan shall be a Base Rate Loan. If no Interest Period is specified with respect to any requested LIBOR Loan, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request then Borrower shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationhave selected an Interest Period of one month’s duration. Upon Promptly following receipt of any such a Loan Notice requesting LoansRequest in accordance with this Section, the Administrative Agent shall give advise each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office details thereof and of the amount of such Lender’s Loan to be made in immediately available funds, and upon receipt of connection with such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the BorrowerLoan Request.

Requests for Loans. The (a) Except with respect to the initial Loan funded at the Closing Date, the Borrower must shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting 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 (2) times each month. Each such notice shall specify with respect to the requested Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded used (which purpose shall be in accordance with the terms of Section 5.6 or Section 7.11, as Base Rate Loansapplicable), (ii) in the aggregate amount thereof case of any advance relating to any Capital Improvement Project for a Mortgaged Property or a Mezzanine Property, a certification from the Borrower that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property or Mezzanine Property, as applicable, have been paid (or will be funded as Eurodollar Loans and paid from the length proceeds of the applicable Interest Periodrequested advance) all amounts due for such labor and materials, and if requested by the Agent, delivery to the Agent of affidavits, lien waivers or other evidence reasonably satisfactory to the Agent evidencing the same, and (iii) a certification by the date on which chief financial or chief accounting officer of the Loans Borrower that the Borrower and the Guarantor are and will be in compliance with all of their respective covenants under the Loan Documents after giving effect to the making of such Loan. With respect to any Loan proposed to be funded; andfunded after the initial Loan funded at the Closing Date, the Borrower shall have complied with all requirements set forth in Section 5.4 and the Majority Banks shall have granted their consent to and accepted the additional Collateral for such Loan in accordance with the terms and conditions of Section 5.4. (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.6, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 in accordance with the terms of this Agreement, provided 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 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 or the funding Banks from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan (but not any other Bank) 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 Bank) and such funding Banks proximately caused by such Bank that has failed to advance its proportionate share, provided that in no event shall such Bank 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 Banks no later than three (3) Business Days prior to the Drawdown Date. 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 five (5) Eurodollar Rate Loans outstanding at any one time. In the event that the proceeds from such Loan are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable thereafter such evidence as the Agent shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement).

Requests for Loans. The Borrower Borrowers must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the requested Loans to be funded advanced by Lenders. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount thereof of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be funded as Base Rate Loansadvanced, or (ii) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., Los Angeles, California, time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower Borrowers as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such the Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office office in Los Angeles, California, the amount of such Lender’s Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans Loan have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such the Loans available to Borrowers. Unless Administrative Agent shall have received prompt notice from a Lender prior to the Borrowerproposed 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 that such Lender has made such share available to Administrative Agent on such date in accordance with this section and Administrative Agent may in reliance upon such assumption, make available to Borrowers 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 Borrowers 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 Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the 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 Borrowers, the interest rate applicable to Base Rate Loans. If Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrowers the amount of such interest paid by Borrowers 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 Borrowers shall be without prejudice to any claim Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of the any requested Loan bBorrowing of Loans pursuant to a Borrowing Notice. Each Borrowing Notice shall be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder irrevocable and must: (a) specify (i) the aggregate amount thereof of Loans requested to be funded as Base Rate Loansmade and, (ii) the aggregate amount thereof date on which such Loans are requested to be funded as Eurodollar Loans and the length of the applicable Interest Period, made and (iii) in the date on which case of a Term SOFR Borrowing, the Loans are to be funded; andInterest Period therefor; (b) be received by the Administrative Agent not no later than 11:00 a.m. 10:00 a.m., New York, New York time, ten (10) U.S. Government Securities Business Days (or, in the case of the Loans on the Closing Date, one (i1) U.S. Government Securities Business Day) prior to the day date on which the any such Loans are to be made, made (or such shorter period as the Administrative Agent and the Lenders may agree); (iic) if specify the funding location and number of the Loans will include Eurodollar Loans, the third Business Day preceding the day on accounts to which the Loans funds are to be made. Such written request or confirmation must disbursed, which shall be made in the form and substance Deposit Accounts of the Borrower and/or any of the Loan Parties subject to Control Agreements or the account or accounts of such other third party recipients as expressly identified in the Borrowing Notice attached as Exhibit D heretoand approved by the Administrative Agent; and (d) certify that each of the conditions precedent specified in Section 3.1 (in the case of Loans being made pursuant to the Initial Commitments) and pursuant to any amendment or other agreement entered into in connection with a borrowing of Incremental Term Loans, at the time of the applicable borrowing and after giving effect to such borrowing, shall have been satisfied or waived in accordance with the terms hereof. Each such Borrowing Notice must be duly completed. Such telephonic request If no Interest Period is specified with respect to any requested Term SOFR Borrowing, the Borrower shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationhave selected an Interest Period of one month’s duration. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office Account the amount of such LenderXxxxxx’s Loan new Loans in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided hereinherein or such Lender has already made Loans equal to the amount it is required to fund on such date pursuant to Section 2.1, the Administrative Agent shall promptly make such Loans available to the Borrower. The failure of any Lender to make any Loan hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loans hereunder.

Requests for Loans. The Borrower must Parent shall give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writingwriting in the form of Exhibit 2.4(a) of the each Revolving Loan requested Loans to be funded by Lenders. Such notice constitutes hereunder (a “"Loan Notice” hereunder and must: Request") no later than (a) 1:00 PM (Boston time) on the same Business Day as the proposed date of any Base Rate Loan and (b) 1:00 PM (Boston time) on the third Business Day prior to the proposed date of any Eurodollar Loan. Each such notice shall specify (i) the aggregate type of Loan and, if a Revolving Loan, the principal amount thereof to be funded as Base Rate Loansrequested and the use or uses thereof, (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length proposed date of the applicable Interest Periodsuch Loan, and (iii) the date Interest Period for such Loan, if a Eurodollar Loan, and (iv) whether such Loan shall be a Base Rate Loan or a Eurodollar Loan. Each Loan Request shall be irrevocable and binding on which the Borrowers and shall obligate the Borrowers to accept the Loan requested from the Lenders on the proposed date. Each Loan Request for a Base Rate Loan shall be in a minimum amount of $50,000 (and integrals thereof) and each Loan Request for a Eurodollar Loan shall be in a minimum amount of $100,000 (and integrals thereof); provided, that at no time shall there be more than five Eurodollar Loans are to be funded; and (b) be received by outstanding from any Lender. The Agent shall promptly notify the Administrative Agent not Lenders of each Loan Request. Not later than 11:00 a.m. 2:00 PM, Boston time, on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the Administrative Agent shall give date specified for each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been metborrowing hereunder, each Lender will on the date requested promptly remit shall transfer to the Administrative Agent at the Administrative Agent’s Office the amount of such Lender’s Loan , by wire transfer or otherwise, but in any event in immediately available funds, the amount of the Loan to be made by it on such date, and the Agent, upon its receipt of thereof, shall disburse such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available sum to the BorrowerBorrowers by depositing it in a joint account of the Borrowers with the Agent.

Requests for Loans. The Borrower must give shall request the Loans by notifying the Administrative Agent by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the Effective Date or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the Effective Date. Each such telephonic Loan Notice shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written notice (or Loan Notice in substantially the form of Exhibit B and signed by the Borrower. Each such telephonic notice promptly confirmed and written Loan Notice shall specify the following information in writing) of the requested Loans to be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder and mustcompliance with Section 2.02:: (a) specify (i) the aggregate amount thereof to be funded as Base Rate of the requested Loans, ; (ii) the aggregate amount thereof to date of proposed funding, which shall be funded as Eurodollar Loans the Effective Date and the length of the applicable Interest Period, and which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the date on case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the Loans definition of the term “Interest Period”; (v) the location and number of the account to which funds are to be funded; and (b) disbursed, which shall comply with the requirements of Section 2.05. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be received by an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request Borrower shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationhave selected an Interest Period of one month’s duration. Upon Promptly following receipt of any such a Loan Notice requesting Loansin accordance with this Section 2.03, the Administrative Agent shall give advise each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office details thereof and of the amount of such Lender’s Loan in immediately available funds, and upon receipt to be made as part of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrowerrequested Borrowing.

Requests for Loans. The Except with respect to the initial Loan, the Borrower must shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting 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 Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansused (which purpose shall be in accordance with the terms of Section 7.11), (ii) in the aggregate amount thereof case of any advance relating to be funded as Eurodollar Loans and any Capital Improvement Project (A) a statement that such advance will reimburse the length of Borrower for or pay costs incurred for work on the applicable Interest PeriodCapital Improvement Project together with such evidence as the Majority Banks may reasonably require to verify the cost of such work (which evidence may include, without limitation, invoices and receipts) and that such work is in place or that stored materials are properly secured (which evidence may include a satisfactory report from the Construction Inspector), and (B) in the event that such Capital Improvement Project relates to a Mortgaged Property and if requested by the Majority Banks, delivery to the Agent of affidavits, lien waivers or other evidence reasonably satisfactory to the Majority Banks showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for such labor and materials, (iii) the date on which the Loans are to be funded; and (b) be received a certification by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, chief financial or (ii) if the funding chief accounting officer of the Loans Borrower that the Borrower and the Guarantor are and will include Eurodollar Loansbe in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan, and (iv) a Compliance Certificate prepared using the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance financial statements of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are most recently provided or required to be set out provided to the Agent under Section 6.4 or Section 7.4 adjusted in such written confirmationthe best good faith estimate of the Borrower to give effect to the proposed advance. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.6, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 in accordance with the terms of this Agreement, provided 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 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 or the funding Banks from seeking recourse against any Bank that fails to advance its proportionate share of a requested Loan (but not any other Bank) 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 Bank) and such funding Banks proximately caused by such Bank that has failed to advance its proportionate share, provided that in no event shall such Bank 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 Banks no later than three (3) Business Days prior to the Drawdown Date. 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 five (5) Eurodollar Rate Loans outstanding at any one time. In the event that the proceeds from such Loan are to be used for a purpose other than a Capital Improvement Project, then the Borrower shall provide to the Agent as soon as practicable thereafter such evidence as the Majority Banks shall reasonably require to evidence that such funds have been used for such purpose (which evidence may include, without limitation, a closing statement).

Requests for Loans. The Borrower must (i) shall notify the Agent of a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than 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 notice shall specify with respect to the requested Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansor has been used (which purpose shall be in accordance with the terms of Section 2.1), and (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement certification by the Borrower as and the chief financial or chief accounting officer of Guarantor that the Borrower and Guarantor are and will be in compliance with all covenants under the Loan Documents after giving effect to the matters which are required to be set out in making of such written confirmationLoan. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this Section 2.5, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 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 actually 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 prior to the Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in the minimum aggregate amount of $250,000 or an integral multiple of $100,000 in excess thereof, or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $250,000 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than three (3) LIBOR Rate Loans outstanding at any one time.

Requests for Loans. The Not later than 10:00 a.m. Pacific time at least one (1) Business Day prior to a borrowing of Loans that are to be Base Rate Loans and not later than 12:00 p.m. (noon) Pacific time at least three (3) Business Days prior to a borrowing of Loans that are to be LIBOR Loans, the Borrower must give shall deliver to the Administrative Agent written notice a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Loans to be borrowed, the date such Loans are to be borrowed (or telephonic notice promptly confirmed in writing) which must be a Business Day), the use of the proceeds of such Loans (it being understood that a reference to the repayment of the Existing Term Loan Agreement and, subject to the last sentence of this Section 2.2(b), the general corporate purposes of the Borrower shall be sufficient for this purpose), the Type and Class of the requested Loans, and if such Loans are to be funded LIBOR Loans, the initial Interest Period for such Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower; provided that, subject to Section 5.4, such notice for LIBOR Loans may be revocable at the Borrower’s discretion, provided that the Administrative Agent receives notice of such revocation by Lenders10:00 a.m. Pacific time at least one (1) Business Day prior to the borrowing thereof. Such notice constitutes Prior to delivering a “Notice of Borrowing, the Borrower may (without specifying whether a Loan Notice” hereunder will be a Base Rate Loan or a LIBOR Loan) request that the Administrative Agent provide the Borrower with the most recent LIBOR quoted rate available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, it is understood and must: (a) specify agreed by the Borrower that, so long as any amounts are outstanding under the Existing Term Loan Agreement, (i) the aggregate amount thereof proceeds of all Loans hereunder shall be used solely to be funded as Base Rate Loans, repay such amounts outstanding under the Existing Term Loan Agreement and (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length all disbursements of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request proceeds hereunder shall be deemed immediately applied as a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount repayment of such Lender’s outstanding amounts under the Existing Term Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the BorrowerAgreement.

Requests for Loans. The Borrower must Borrowers shall give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writingwriting in the form of Exhibit 2.4(a) of the each Loan requested Loans to be funded by Lenders. Such notice constitutes hereunder (a “"Loan Notice” hereunder and must: Request") no later than (a) 1:00 PM (Boston time) on the same Business Day as the proposed date of any Base Rate Loan and (b) 1:00 PM (Boston time) on the third Business Day prior to the proposed date of any Eurodollar Loan. Each such notice shall specify (i) the aggregate type of Loan and, if a Revolving Loan, the principal amount thereof to be funded as Base Rate Loansrequested and the use or uses thereof, (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length proposed date of the applicable Interest Periodsuch Loan, and (iii) the date Interest Period for such Loan, if a Eurodollar Loan, and (iv) whether such Loan shall be a Base Rate Loan or a Eurodollar Loan. Each Loan Request shall be irrevocable and binding on which the Borrowers and shall obligate the Borrowers to accept the Loan requested from the Lenders on the proposed date. Each Loan Request for a Base Rate Loan shall be in a minimum amount of $50,000 (and integrals thereof) and each Loan Request for a Eurodollar Loan shall be in a minimum amount of $100,000 (and integrals thereof); provided, that at no time shall there be more than five Eurodollar Loans are to be funded; and (b) be received by outstanding from any Lender. The Agent shall promptly notify the Administrative Agent not Lenders of each Loan Request. Not later than 11:00 a.m. 2:00 PM, Boston time, on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the Administrative Agent shall give date specified for each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been metborrowing hereunder, each Lender will on the date requested promptly remit shall transfer to the Administrative Agent at the Administrative Agent’s Office the amount of such Lender’s Loan , by wire transfer or otherwise, but in any event in immediately available funds, the amount of the Loan to be made by it on such date, and the Agent, upon its receipt of thereof, shall disburse such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available sum to the BorrowerBorrowers by depositing it in a joint account of the Borrowers with the Agent.

Requests for Loans. The Borrower must shall give to the Administrative Agent written notice in the form of Exhibit B hereto of each Loan requested hereunder (or telephonic notice promptly confirmed in writinga "Loan Request") of the requested Loans to be funded by Lenders. Such notice constitutes a “Loan Notice” hereunder and must: no less than (a) three (3) Business Days prior to the proposed Borrowing Date of any Base Rate Loan and (b) four (4) Eurodollar Business Days prior to the proposed Borrowing Date of any Eurodollar Rate Loan. Each such notice shall specify (i) the aggregate principal amount thereof to be funded as Base Rate Loansof the Loan requested, (ii) the aggregate amount thereof to be funded as Eurodollar Loans and the length proposed Borrowing Date of the applicable Interest Periodsuch Loan, and (iii) the date on which the Loans are to be funded; and Interest Period for such Loan, (b) be received by the Administrative Agent not later than 11:00 a.m. on (iiv) the day on which Type of such Loan, and (v) the Loans are to purpose of such Loan, and shall be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made accompanied by a statement in the form and substance of Exhibit C hereto signed by a Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in (S)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 Notice attached as Exhibit D heretoRequest and accompanying Compliance Certificate and each Lender shall, duly completedwithin 24 hours thereafter, notify the Agent if it believes that any of the conditions contained in (S)11 of this Agreement has not been met or waived. Such telephonic request If such a notice is given the Requisite Lenders shall promptly determine whether all of the conditions contained in (S)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 (S)11 have been met or waived, each of the Lenders shall be deemed a representation, warranty, acknowledgment obligated to fund its Commitment Percentage of the requested Loans. Each such Loan Request shall be irrevocable and agreement by binding on the Borrower as and the Borrower shall be obligated to accept the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting Loans, requested from the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will Lenders on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the proposed Borrowing Date. Each Loan Request shall be in a minimum aggregate amount of such Lender’s Loan $3,000,000 or an integral multiple of $1,000,000 in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrowerexcess thereof.

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Loans to be funded by LendersBorrowing. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount thereof of such Borrowing and the date on which Base Rate Loans are to be funded as Base Rate Loansadvanced, or (ii) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., New York, New York time on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office its office in New York, New York, 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 Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender that such Lender will not make available to Borrower such Lender’s new Loan, Administrative Agent may in its discretion assume that such Lender has made such Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its new Loan available to Administrative Agent, such Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment, and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender. All Borrowings of Loans shall be advanced in Dollars.

Requests for Loans. The No later than 2:00p.m., Houston, Texas time, on the Effective Date, the Borrower must give shall request the Loans by notifying the Administrative Agent by telephone, fax (or electronic communication, if arrangements for doing so have been approved by the Administrative Agent), and shall confirm such request by delivering to the Administrative Agent a written notice (or telephonic notice promptly confirmed Loan Notice in writing) substantially the form of Exhibit B and signed by the requested Loans to be funded by LendersBorrower. Such notice constitutes a “telephonic or written Loan Notice” hereunder and mustNotice shall specify the following information in compliance with Section 2.02: (a) specify (i) the aggregate amount thereof to date of such Borrowing, which shall be funded as Base Rate Loans, the Effective Date; (ii) the aggregate amount thereof whether such Borrowing is to be funded as an ABR Borrowing or a Eurodollar Loans and the length of the applicable Interest Period, and Borrowing; (iii) in the date on which case of a Eurodollar Borrowing, the Loans are initial Interest Period to be fundedapplicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (iiv) the day on location and number of the Borrower’s account to which the Loans funds are to be madedisbursed, or (ii) if which shall comply with the funding requirements of Section 2.05. If no election as to the Loans will include Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar LoansBorrowing, then the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request Borrower shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmationhave selected an Interest Period of one month’s duration. Upon Promptly following receipt of any such Loan Notice requesting Loansa Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall give advise each Lender prompt notice of the terms thereof. If all conditions precedent to such Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office details thereof and of the amount of such Lender’s Loan in immediately available funds, and upon receipt to be made as part of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrowerrequested Borrowing.

Requests for Loans. The Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Loans to be funded by LendersBorrowing. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (a) specify (iA) the aggregate amount thereof of any such Borrowing and the date on which Base Rate Loans are to be funded as Base Rate Loansadvanced, or (iiB) the aggregate amount thereof of any such Borrowing of new LIBOR Loans, the date on which such LIBOR Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and; (b) be received by the Administrative Agent not later than 11:00 a.m. a.m., Boston, Massachusetts time, on (i) the day on which the any such Base Rate Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such LIBOR Loans are to be made; and (c) if any requested Borrowing or portion thereof is to be utilized exclusively for working capital purposes (such Borrowing or such portion being called a “Working Capital Borrowing”), Borrower shall specify in the Borrowing Notice that such Borrowing or such portion is a Working Capital Borrowing. Such In addition, any repayment of a Loan that is intended as a repayment of all or any part of the outstanding amount of one or more Working Capital Borrowings shall be so identified to Administrative Agent at the time of such repayment. Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office its office in Boston, Massachusetts 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 Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender that such Lender will not make available to Borrower such Lender’s new Loan, Administrative Agent may in its discretion assume that such Lender has made such Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to the extent such Lender shall not so make its new Loan available to Administrative Agent, such Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment, and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender. All Borrowings of Loans shall be advanced in Dollars.

Requests for Loans. The Borrower must (i) shall notify the Agent of a potential request for a Loan as soon as possible prior to the Borrower's proposed Drawdown Date, and (ii) shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic notice promptly confirmed in writingwriting in the form of Exhibit B hereto) of each Loan requested hereunder (a "Loan Request") no less than three (3) Business Days prior to the proposed Drawdown Date. Each such notice shall specify with respect to the requested Loans to be funded by LendersLoan the proposed principal amount, Drawdown Date, Interest Period (if applicable) and Type. Such Each such notice constitutes a “Loan Notice” hereunder and must: (a) specify shall also contain (i) a statement as to the aggregate amount thereof to purpose for which such advance shall be funded as Base Rate Loansor has been used (which purpose shall be in accordance with the terms of §7.10), and (ii) a certification by the aggregate amount thereof to be funded as Eurodollar Loans and the length chief financial or chief accounting officer of the applicable Interest Period, Borrower that the Borrower is and (iii) the date on which the Loans are to will be funded; and (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which the Loans are to be made, or (ii) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the Loans are to be made. Such written request or confirmation must be made in the form and substance of compliance with all covenants under the Loan Notice attached as Exhibit D hereto, duly completed. Such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as Documents after giving effect to the matters which are required to be set out in making of such written confirmationLoan. Upon Promptly upon receipt of any such Loan Notice requesting Loansnotice, the Administrative Agent shall give notify each Lender prompt notice of the terms Banks thereof. If all conditions precedent to such Loans have been metExcept as provided in this §2.5, each Lender will such Loan Request shall be irrevocable and binding on the date Borrower and shall obligate the Borrower to accept the Loan requested promptly remit to from the Administrative Agent at Banks on the Administrative Agent’s Office the amount of such Lender’s Loan proposed Drawdown Date, provided that, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available 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 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 actually 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 two (2) Business Days prior to the Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in the 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 $2,000,000.00 or an integral multiple of $100,000 in excess thereof; provided, however, that there shall be no more than six (6) LIBOR Rate Loans outstanding at any one time.

Requests for Loans. The (a) Borrower must give to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the any requested Loans to be funded by LendersBorrowing. Such Each such notice constitutes a “Loan Borrowing Notice” hereunder and must: (ai) specify (iA) the aggregate amount thereof of such Borrowing and the date on which Base Rate Loans are to be funded as Base Rate Loansadvanced, or (iiB) the aggregate amount thereof of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be funded as Eurodollar Loans advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) the date on which the Loans are to be funded; and (bii) be received by the Administrative Agent not later than 11:00 a.m. a.m., New York, New York time, on (iA) the day on which the Loans any such Base Rate Loans, are to be made, or (iiB) if the funding of the Loans will include Eurodollar Loans, the third Business Day preceding the day on which the any such Eurodollar Loans are to be made. Such Each such written request or confirmation must be made in the form and substance of the Loan Notice “Borrowing Notice” attached hereto as Exhibit D heretoB, duly completed. Such Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Loan Notice requesting LoansBorrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office its office in New York, New York, 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 Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. All Borrowings of Loans shall be advanced in Dollars.