Common use of Comprised of Clause in Contracts

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C FORM OF NOTE July 15, 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVR, Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Bid [Type of Committed Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th requested] [With respect to such Borrowing of a basis pointCommitted Loans, the undersigned hereby represents and warrants that (i) such request complies with Section 2.01 of the Credit Agreement and (ii) each of the conditions set forth in Sections 4.2(a) and (b) of the Credit Agreement have been satisfied on and as of the date of such Borrowing.] The Borrower hereby requests that [check one line below and fill in blank spaces next to the line as appropriate]: i Funds to be deposited into a PNC Bank deposit account per current standing instructions. Exhibit B-2-1 Form Complete amount of Bid Request Contact Persondeposit if not full loan advance amount: Telephone_______________. ii Funds to be wired per the following wire instructions:Amount of Wire Transfer: [LENDER] By: ___________________Bank Name: Title_____________________ABA: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID__________________________Account Number: The offers made above are hereby accepted in _________________Account Name: ___________________Reference: _______________________ iii Funds to be wired per the amounts set forth below: Bid Loan Noattached Funds Flow (multiple wire transfers). Principal Amount Accepted $ $ $ NVRiv Funds to be wired per the current Notice of Account Designation. SONIC AUTOMOTIVE, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT B [RESERVED] EXHIBIT C FORM OF NOTE July 15, 2016 ____________________ FOR VALUE RECEIVED, the undersigned (the “BorrowerCompany”), ) hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower the Company under that certain Credit Agreement, dated as of July 15November 22, 2016 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”, the terms defined therein being used herein as therein defined), among Borrowerthe Company, the Lenders from time to time party theretothereto and PNC Bank, and Bank of America, N.A.National Association, as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower The Company promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the GuarantySubsidiary Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. BorrowerThe Company, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKNORTH CAROLINA. NVRSONIC AUTOMOTIVE, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D F-1 FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of Americathe Effective Date set forth below and is entered into by and between [the][each] 1 Assignor identified in item 1 below ([the][each, N.A.an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint. 2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as Administrative Agent Ladies if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and Gentlemen: Reference is made assigns to that certain [the Assignee][the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVR, Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is Effective Date inserted by the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit or the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the behalf of Borrowerforegoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and not all other claims at law or in his/her individual capacity that: equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [Use following paragraph 1 for fiscal year-end financial statements]the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Comprised of. ¨ Bid Loans based on an Absolute Rate ¨ Bid Loans based on Base Rate ¨ Bid Loans based on Eurocurrency Rate Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid, Base Rate Bid of Eurodollar or Eurocurrency Margin Bid* Alternative Currency offered 1 _______ days/mos $ $__________ (– - +) _______% 2 _______ days/mos $ $__________ (– - +) _______% 3 _______ days/mos $ $__________ (– - +) _______% * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Competitive Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ********************************************************************************************************** Form of Competitive Bid THIS SECTION IS TO BE COMPLETED BY BORROWER THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, INC. STARBUCKS CORPORATION By: Name: Title: Date: Exhibit B-2-2 Form of Competitive Bid Request EXHIBIT C FORM OF NOTE July 15SWING LINE LOAN NOTICE Date: , 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and 20__ To: Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15November 6, 2016 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” ”; the terms defined therein being used herein as therein defined), among NVR, Inc.Starbucks Corporation, a Virginia Washington corporation (the “BorrowerCompany”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative AgentAgent and Swing Line Lender and Xxxxx Fargo Bank, N.A., Citibank, N.A., and Bank of America, N.A. as L/C Issuer and Swing Line LenderIssuers. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]requests a Swing Line Loan:

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar or Eurocurrency Margin Bid* Currency 1 days/mos $ (– - +) % 2 days/mos $ (– - +) % 3 days/mos $ (– - +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted Currency $ $ $ NVRHOST HOTELS & RESORTS, INC. L.P. By: Host Hotels & Resorts, Inc., is general partner Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C C-1 FORM OF NOTE July 15DOMESTIC SWING LINE LOAN NOTICE Date: , 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and To: Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 15September 10, 2016 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRHost Hotels & Resorts, Inc., a Virginia corporation L.P. (the “BorrowerCompany”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]requests a Domestic Swing Line Loan:

Comprised of. Bid [Type of New Vehicle Swing Line Loan No. Interest Period offered Bid Maximum Absolute requested: Eurodollar Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Loan or Base Rate Loan] Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: New Vehicle Swing Line Loan Notice The offers made above are hereby accepted in New Vehicle Swing Line Borrowing requested herein complies with the amounts set forth below: Bid Loan Noprovisos to the first sentence of Section 2.05(a) of the Agreement. Principal Amount Accepted $ $ $ NVRCARMAX AUTO SUPERSTORES, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request New Vehicle Swing Line Loan Notice EXHIBIT C D FORM OF NOTE July 15Date: , 2016 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of July 15August 24, 2016 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Revolving Borrower, CarMax, Inc., the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the GuarantyGuaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVRCARMAX AUTO SUPERSTORES, INC. By: Name: Title: CARMAX OF LAUREL, LLC By: Name: Title: CARMAX AUTO MALL, LLC By: Name: Title: Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Form of Note EXHIBIT D E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15August 24, 2016 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRCarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the [ ] of Borrowerthe Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Borrowerthe Company, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Bid [Type of Used Vehicle Floorplan Committed Loan Norequested] The Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.08(a) of the Credit Agreement. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVRSONIC AUTOMOTIVE, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C FORM OF NOTE July 15_______________, 2016 20__ FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from time to time made by the Lender to Sonic Automotive, Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of each Used Vehicle Floorplan Loan from time to time made by the Lender to the Company under that certain Third Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of July 15November 30, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”, the terms defined therein being used herein as therein defined), among Borrowerthe Company, certain Subsidiaries of the Company from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties). Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.05(f2.03(h) of the Agreement with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the GuarantyGuaranties and is secured by the Collateral. [This Note is issued in replacement of a Note dated July 23, 2014, issued to the Lender pursuant to the Credit Agreement (the “Existing Note”), and does not effect any refinancing or extinguishment of the indebtedness and obligations of such Existing Note and is not a novation but is a replacement of such Existing Note.] Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKNORTH CAROLINA. NVRSONIC AUTOMOTIVE, INC. By: Name: Title: [EACH NEW VEHICLE BORROWER] By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVR, Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]By

Comprised of. Bid [Type of Loan No. requested: Base Rate or Eurodollar Rate] For Eurodollar Rate Loans: with an Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples __________ months. The Borrowing, if any, requested herein complies with Section 2.01 of 1/100th of a basis pointthe Agreement. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVRGILEAD SCIENCES, INC. By: _____________________________________ Name: ___________________________________ Title: Date: Exhibit B-2-2 Form of Bid Request ___________________________________ EXHIBIT C B FORM OF NOTE July 15___________, 2016 ____ FOR VALUE RECEIVED, the undersigned undersigned, GILEAD SCIENCES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to or registered assigns _____________________ (the “Lender”) or its registered assigns permitted by the Agreement (as hereinafter defined), in accordance with the provisions of the Agreement (as hereinafter defined)Agreement, the principal amount of each Loan [_________________] ($[__________]), or, if less, the aggregate unpaid principal amount of all outstanding Loans from time to time made by the Lender to the Borrower under that certain Term Loan Facility Credit Agreement, dated as of July 15January 12, 2016 2012 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each outstanding Loan of the Borrower from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunderunder the Agreement, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part part, without premium or penalty, subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of If one or more of the Events of Default specified in the AgreementAgreement occurs and is continuing, all amounts then remaining unpaid on this Note shall becomebecome under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender to the Borrower shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and to the Borrower, payments or prepayments with respect thereto, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information absent manifest error. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVRGILEAD SCIENCES, INC. By: ______________________________________ Name: Title: LOANS LOANS, CONVERSIONS, CONTINUATIONS AND PAYMENTS WITH RESPECT THERETO TO THE LOANS Date Type of Loan Made Amount of Loan Made Amount Converted End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ _________ EXHIBIT D C FORM OF COMPLIANCE CERTIFICATE ________________, 20__ Financial Statement Date: ________, ____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Facility Credit Agreement, dated as of July 15January 12, 2016 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRGilead Sciences, Inc., a Virginia Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to Section 6.02 of the Agreement, L/C Issuer and Swing Line Lender. The the undersigned Responsible Officer hereby certifies as of the date hereof that he/she is an authorized officer of the of BorrowerBorrower as denoted on the signature page hereto, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. ¨ Bid Loans based on an Absolute Rate ¨ Bid Loans based on Base Rate ¨ Bid Loans based on Eurocurrency Rate Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid, Base Rate Bid of Eurodollar or Eurocurrency Margin Bid* Alternative Currency offered 1 days/mos $ (– - +) % 2 days/mos $ (– - +) % 3 days/mos $ (– - +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Competitive Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** Form of Competitive Bid THIS SECTION IS TO BE COMPLETED BY BORROWER THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, INC. STARBUCKS CORPORATION By: Name: Title: Date: Exhibit B-2-2 Form of Competitive Bid Request EXHIBIT C FORM OF NOTE July 15SWING LINE LOAN NOTICE Date: , 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and 20 To: Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15November 17, 2016 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” ”; the terms defined therein being used herein as therein defined), among NVR, Inc.Starbucks Corporation, a Virginia Washington corporation (the “BorrowerCompany”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and Swing Line LenderIssuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]requests a Swing Line Loan:

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar or Eurocurrency Margin Bid* Bid1 1 _______days/mos $ (– - +) _______% 2 _______days/mos $ (– - +) _______% 3 _______days/mos $ (– - +) _______% * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Competitive Bid Request Contact Person: _________________________ Telephone: _____________________________ [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVRBORROWER: Tanger Properties Limited Partnership, INC. a North Carolina limited partnership By: Tanger GP Trust, its sole general partner By: ________________________________ Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C XXXXXXX X [XXXXXXXXXXXXX XXXXXXX] XXXXXXX X FORM OF NOTE July 15, 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), ) hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Fourth Amended and Restated Credit Agreement, dated as of July 1513, 2016 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Agent and L/C Issuer and Swing Line LenderIssuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars the currency in immediately available funds which such Committed Loan is denominated and in Same Day Funds at the Administrative Agent’s OfficeOffice for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount amount, currency and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVRBORROWER: Tanger Properties Limited Partnership, INC. a North Carolina limited partnership By: Tanger GP Trust, its sole general partner By: ________________________________ Name: Title: Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By _________ Form of Note EXHIBIT D FORM OF E Form of COMPLIANCE CERTIFICATE Check for distribution to PUBLIC and Private Side Lenders2 Financial Statement Date: _______________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of July 1513, 2016 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVR, Inc., a Virginia corporation Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Agent and L/C Issuer and Swing Line LenderIssuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar or Eurocurrency Margin Bid* Currency 1 days/mos $ (– - +) % 2 days/mos $ (– - +) % 3 days/mos $ (– - +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted Currency $ $ $ NVRHOST HOTELS & RESORTS, INC. L.P. By: Host Hotels & Resorts, Inc., is general partner Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C C-1 FORM OF NOTE July 15DOMESTIC SWING LINE LOAN NOTICE Date: , 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and To: Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of July 1525, 2016 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRHost Hotels & Resorts, Inc., a Virginia corporation L.P. (the “BorrowerCompany”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]requests a Domestic Swing Line Loan:

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of or Eurodollar Margin Bid* 1 days/mos $ (– - +) % 2 days/mos $ (– - +) % 3 days/mos $ (– - +) % 1 (x) may be equal to, greater than or less than the Revolving A Credit Commitment of the bidding Revolving A Lender, (y) must be $10,000,000 or a whole multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Competitive Bid Request Contact Person: Telephone: [REVOLVING A LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, INC. PARAMOUNT GROUP OPERATING PARTNERSHIP LP By: Name: Title: Date: Exhibit B-2-2 Form of Competitive Bid Request EXHIBIT C FORM OF NOTE July 15SWING LINE LOAN NOTICE Date: , 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and To: Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15November 24, 2016 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVR, Inc.Paramount Group Operating Partnership LP, a Virginia corporation Delaware limited partnership (the “Borrower”), Paramount Group, Inc., a Maryland corporation (the “REIT”), certain subsidiaries of the REIT from time to time party thereto, as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Agent and Swing Line Lender, and the financial institutions party thereto as L/C Issuers. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]requests a Swing Line Loan:

Comprised of. Bid [Type of New Vehicle Swing Line Loan No. Interest Period offered Bid Maximum Absolute requested: Eurodollar Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Loan or Base Rate Loan] Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: New Vehicle Swing Line Loan Notice The offers made above are hereby accepted in New Vehicle Swing Line Borrowing requested herein complies with the amounts set forth below: Bid Loan Noprovisos to the first sentence of Section 2.05(a) of the Agreement. Principal Amount Accepted $ $ $ NVRCARMAX AUTO SUPERSTORES, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request New Vehicle Swing Line Loan Notice EXHIBIT C D FORM OF NOTE July 15August 24, 2016 2005 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of July 15August 24, 2016 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Revolving Borrower, CarMax, Inc., the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender. Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the GuarantyGuaranties and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR[CARMAX AUTO SUPERSTORES, INC. .] By: Name: Title: [EACH DESIGNATED BORROWER] By: Name: Title: Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ Form of Note EXHIBIT D E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15August 24, 2016 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRCarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the _____________________________________________ of Borrowerthe Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Borrowerthe Company, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar or Eurocurrency Margin Bid* Currency 1 days/mos $ (– - +) % 2 days/mos $ (– - +) % 3 days/mos $ (– - +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted Currency $ $ $ NVRHOST HOTELS & RESORTS, INC. L.P. By: Host Hotels & Resorts, Inc., is general partner Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C C-1 FORM OF NOTE July 15DOMESTIC SWING LINE LOAN NOTICE Date: , 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and To: Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of July 15June 27, 2016 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRHost Hotels & Resorts, Inc., a Virginia corporation L.P. (the “BorrowerCompany”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, an L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]requests a Domestic Swing Line Loan:

Comprised of. Bid [Type of New Vehicle Swing Line Loan No. Interest Period offered Bid Maximum Absolute requested: Eurodollar Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Loan or Base Rate Loan] Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: New Vehicle Swing Line Loan Notice The offers made above are hereby accepted in New Vehicle Swing Line Borrowing requested herein complies with the amounts set forth below: Bid Loan Noprovisos to the first sentence of Section 2.05(a) of the Agreement. Principal Amount Accepted $ $ $ NVRCARMAX AUTO SUPERSTORES, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request New Vehicle Swing Line Loan Notice EXHIBIT C D FORM OF NOTE July 15[ ], 2016 2011 FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and, collectively, the “BorrowerBorrowers”)) hereby promises, hereby promises jointly and severally, to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to CarMax Auto Superstores, Inc. (the “Revolving Borrower”) or any Designated Borrower under that certain Credit Agreement, dated as of July 15August 26, 2016 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Revolving Borrower, CarMax, Inc., the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. Each Borrower promises promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f2.04(f) of the Agreement with respect to Swing Line Loans and in Section 2.05(h) of the Agreement with respect to New Vehicle Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the GuarantyGuaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Borrower, for itself, itself and for its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVRCARMAX AUTO SUPERSTORES, INC. By: Name: Title: CARMAX OF LAUREL, LLC By: Name: Title: CARMAX AUTO MALL, LLC By: Name: Title: Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Form of Note EXHIBIT D E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15August 26, 2016 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVRCarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), CarMax, Inc., a Virginia corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer Issuer, Swing Line Lender and New Vehicle Swing Line Lender, and JPMorgan Chase Bank, N.A., as L/C Issuer. The undersigned Responsible Officer of the Company hereby certifies as of the date hereof that he/she is the of Borrowerthe Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Borrowerthe Company, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Bid Loan No. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, INC. By: Name: Title: Date: Exhibit B-2-2 Form of Bid Request EXHIBIT C FORM OF NOTE July 15, 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVR, Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]

Comprised of. Bid [Type of Swing Line Loan Norequested] The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* 1 days/mos $ (– +) % 2 days/mos $ (– +) % 3 days/mos $ (– +) % * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: Telephone: [LENDER] BORROWER By: Name: Title: ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: Bid Loan No. Principal Amount Accepted $ $ $ NVR, INC. By: Name: Title: Date: Exhibit B-2-2 Exh A-2 — 1 Form of Bid Request Swing Line Loan Notice EXHIBIT C B-1 FORM OF LOAN NOTE July 15, 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of or permitted registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), ) the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 15September 26, 2016 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates rates, and at such times as provided are specified in the Credit Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all All payments of principal of and interest on this Note shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid is subject to optional prepayment in whole or in part subject to the terms and conditions as provided therein. This Note is also entitled to During the benefits of the Guaranty. Upon the occurrence and continuation continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. BORROWER By: Name: Title: Form of Loan Notice LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-1 — 2 Form of Loan Notice EXHIBIT D B-2 FORM OF SWING LINE NOTE $ FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of [the Swing Line Lender] (the “Swing Line Lender”), at such time or times as provided in the Credit Agreement referred to below, the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Credit Agreement, dated as of September 26, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement. All payments of principal of and interest on this Note shall be made to the Swing Line Lender in Dollars in immediately available funds at the Swing Line Lender’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. During the continuance of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Form of Swing Line Notice THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. BORROWER By: Name: Title: Form of Swing Line Notice SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By Exh B-2 — 3 Form of Swing Line Notice EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 15September 26, 2016 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NVREnbridge Energy Partners, Inc., a Virginia corporation L.P. (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and the Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements]