Common use of Borrowings Clause in Contracts

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder in an amount equal to or greater than the Minimum Borrowing Amount. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by electronic mail (to the date electronic mail address specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans or Eurodollar Rate Loans any change to the electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall (at the direction of the Collateral Manager) instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall (at the direction of the Collateral Manager) instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (New York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

Borrowings. (i) Borrowings may be made once a week and will be disbursed on Thursday, unless Thursday is not a Business Day in which case such Borrowing will be disbursed on the next day which is a Business Day. Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, an irrevocable written request in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C A (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), signed by a Responsible Officer delivered to the Administrative Agent. Such notice must be received by Administrative Agent no later than 2:00 p.m. (New York time) on the Monday (or, if such Monday is not a Business Day, on the immediately preceding Business Day) prior to the requested Borrowing Date with respect to each Advance (i) specifying (A) the date amount of such proposed Borrowing, and (B) the aggregate amount requested Borrowing Date, which shall be a Business Day and shall be a Thursday (or, if Thursday is not a Business Day, the next succeeding Business Day) and (ii) including a copy of the Borrowing Base Certificate which includes a detailed calculation of the Borrowing Base pro forma for such Borrowing as of such proposed Borrowing, (C) whether any portion requested Borrowing Date. The disbursement of the proposed Borrowing Advances will be funded (i) in the event the proceeds of Base Rate Loans such Advance will be applied to the purchase or Eurodollar Rate Loans origination of an Eligible Collateral Loan on such date, as directed by the Borrower in writing and otherwise in accordance with Section 2.02(b) as if such funds were being withdrawn from the Pre-Funding Account, or (Dii) for each Eurodollar Rate Loanotherwise, directly into the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unlessPre-Funding Account, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), withdrawal as expressly permitted hereunder. Submission of a request for an Advance hereunder shall obligate Borrower to pay interest on such Advance in accordance with this Agreement from the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to date the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount proceeds of such Swing LoanAdvance are deposited into the Pre-Funding Account. Each Revolving Credit Borrowing shall be in an aggregate a minimum amount of not less than $1,000,000 500,000 or an integral multiple of $1,000,000 100,000 in excess thereof. (ii) The Administrative Agent shall give to notify each Revolving Credit Lender prompt notice of the Administrative Agent’s its receipt of a such Notice of Borrowing with respect and shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Advance to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly be made as part of the requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a. (iii) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) not later than 3:00 p.m. on the date each Borrowing Date in respect of the proposed BorrowingAdvances, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Percentage of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters Borrowing on each Borrowing Date by wire transfer of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such immediately available funds available to the BorrowerPre-Funding Account.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans Loan shall be made as Base Rate part of a Borrowing consisting of Loans unless, subject of the same Class made by the Lenders of such Class ratably in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (b) Subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans2.13 and Section 2.14(c), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed each Borrowing shall be reduced accordingly comprised entirely of ABR Loans or Eurodollar Loans as the Lead Borrower may request in accordance herewith. Subject to Section 2.14(c), each Lender at its option may make any Loan by the principal amount causing any domestic or foreign branch or Affiliate of such Swing Lender to make such Loan. Each Revolving Credit ; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount of not less than $1,000,000 or that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in excess thereofan aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding. (iid) The Administrative Agent Notwithstanding any other provision of this Agreement, neither Borrower shall give be entitled to each Revolving Credit Lender prompt notice of elect to convert or continue any Borrowing if the Administrative Agent’s receipt of a Notice of Borrowing Interest Period requested with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, thereto would end after the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, EtcMaturity Date.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. If (i) Each Revolving Credit the Collateral Manager wishes to purchase an Asset on behalf of the Borrower for which the Approval Request has been approved or that appears on the Approved List pursuant to Section 2(b) or (ii) a redemption of Subordinated Notes has been requested by the Collateral Manager and the requirements of Section 3 have been satisfied and funds in the Principal Collection Account and funds in, or that are expected to be deposited by the Funding Time into, the Capital Account are insufficient to provide for such purchase or redemption of Subordinated Notes, the Collateral Manager shall, no later than 10:00 a.m., New York City time, on the Business Day of the proposed funding date of such Loan, provide to the Lender (with a copy to the Borrower, the Collateral Administrator and the Securities Intermediary) an irrevocable notice (which may be signed by the Collateral Manager on behalf of the Borrower) by electronic mail or facsimile transmission substantially in the form of Annex B hereto (together with any attachments required in connection therewith, a “Borrowing Request”); provided that the date of any proposed funding of a Loan must occur during the Borrowing Period. Notices pursuant to this Section 2(c) may be given by telephone if promptly confirmed in writing (including via electronic mail). Unless otherwise agreed to by the Lender (including in connection with a Loan to redeem Subordinated Notes), each Loan shall be made on notice given by the Borrower to the Administrative Agent in a minimum principal amount of U.S.$1,000,000 and shall be in an amount (not later less than 1:00 p.m. (New York timezero) not greater than (i) one Business Daythe product of (x) the Purchase Price of the Asset multiplied by (y) the Initial Principal Balance of the Asset, together with any purchased accrued interest with respect thereto (as specified in the case of a Borrowing of Base Rate Loans and Approval Request or Approval List Request, as applicable) minus (ii) three Business Days, in the case sum of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, balance (if any) in the Principal Collection Account and the Capital Account and (B) any proceeds expected to be received by the aggregate Borrower in connection with the issuance and sale of any Subordinated Notes required or expected to be issued pursuant to Section 6 in connection with the purchase of such Asset. Upon satisfaction of the conditions to borrowing set forth in this Section 2, the Lender shall advance the applicable principal amount of such proposed Borrowing, each Loan on the date specified in the related Borrowing Request (Cwhich date must occur during the Borrowing Period) whether any portion of and the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion proceeds thereof shall be Eurodollar Rate Loanspaid into the Capital Account or otherwise at the direction of the Borrower (or the Collateral Manager on its behalf) as set forth in the Borrowing Request for application toward the acquisition cost of the related Asset or for the redemption of Subordinated Notes pursuant to Section 3. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if The Lender shall not fund any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available Loans to the Borrower in an aggregate amount not to exceed such proposed Borrowing, if a Default has occurred and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereofis continuing. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each The Revolving Credit Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either ABR Loans or LIBOR Loans (each, a "Type" of Loan), provided that all Revolving Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made on notice given by and maintained as ABR Loans at all times. (b) In order to make a Borrowing of Revolving Loans (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to SECTION 2.2(e), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to SECTION 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Revolving Loans, which shall be made pursuant to SECTION 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each such Borrowing to be comprised of LIBOR Loans and one (i1) one Business DayDay prior to each such Borrowing to be comprised of ABR Loans; provided, however, that a request for a Borrowing of any Revolving Loans to be made on the Amendment Effective Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Revolving Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT A-1 and shall specify (x) the aggregate principal amount and initial Type of the Revolving Loans to be made pursuant to such Borrowing, (y) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (z) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Revolving Borrowing, the Notice Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) the aggregate principal amount of each Borrowing of Revolving Loans that is comprised of ABR Loans shall not be less than $500,000 or, if greater, an integral multiple of $100,000 in Section excess thereof (or, if less, in the amount of the aggregate Unutilized Revolving Credit Commitments), and the aggregate principal amount of each Borrowing of Revolving Loans that is comprised of LIBOR Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; (ii) if the Borrower shall have failed to designate the Type of Revolving Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of ABR Loans; and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender will make available to the Agent for the account of the Borrower at its office referred to in SECTION 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan or Revolving Loans to be made by such Lender. To the extent the relevant Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Borrower by 3:30 p.m., Charlotte time, on the Borrowing Date in accordance with SECTION 2.3(a) and in like funds as received by the Agent. (Swing Loans)d) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT A-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $250,000 and, if any Notice greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing requests Date, which shall be a Revolving Credit Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing of Base Rate LoansDate, the Administrative Swingline Lender will make available to the Agent at its office referred to in SECTION 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Agent as provided hereinabove, the Agent will make a Swing Loan such amount available to the Borrower in accordance with SECTION 2.3(a) and in like funds as received by the Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an aggregate amount not to exceed such proposed BorrowingEvent of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the aggregate amount Borrower to, cause a Borrowing of Revolving Loans to be made for the corresponding purpose of repaying such Swingline Loans by delivering to the Agent (if the Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be reduced accordingly deemed to be a Notice of Borrowing given by the principal amount of such Swing Loan. Each Borrower) requesting the Lenders to make Revolving Credit Borrowing Loans (which shall be made initially as ABR Loans) on such Borrowing Date in an aggregate amount equal to the amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. such Swingline Loans (iithe "Refunded Swingline Loans") The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) outstanding on the date of such notice is given that the proposed BorrowingSwingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its address office referred to in Section 11.8 SECTION 11.5 (Noticesor at such other location as the Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender’s Ratable Portion of . To the extent the Lenders have made such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds amounts available to the Borrower.Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the

Borrowings. (a) The Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans (each, a "Class" of Loan) shall, at the option of the Borrower and subject to the terms (i) Each all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) notwithstanding any other provision of this Agreement, the Term Loans and any Revolving Credit Borrowing Loans made on the Closing Date or on the Acquisition Closing Date shall be made on notice given by initially as Base Rate Loans, and (iii) notwithstanding any other provision of this Agreement, no LIBOR Loans having an Interest Period of longer than one month may be borrowed at any time prior to the earlier of the 90th day after the Acquisition Closing Date and the date upon which the Agent determines in its sole discretion, and notifies the Borrower, that the primary syndication of the Facilities has been completed (the earlier of such dates, the "Syndication Completion Date"). Nothing in this Section 2.2(a) shall be construed to prevent the Borrower from obtaining more than one Borrowing on a single day. (b) In order to make a Borrowing of the Administrative Term Loans (other than Borrowings involving continuations or conversions of outstanding Term Loans, which shall be made pursuant to Section 2.11), the Borrower hereby requests (i) on the Closing Date, a Borrowing of Tranche A-1 Term Loans in an amount equal to Twenty Million Dollars ($20,000,000), and (ii) beginning on the Acquisition Closing Date, a Borrowing of Tranche A-2 Term Loans in the aggregate amount of Ten Million Dollars ($10,000,000) and a Borrowing of Tranche B Term Loans in an amount equal to (x) the Total Tranche B Commitments less (y) the amount of the aggregate Tranche B Guaranty Exposure on the Acquisition Closing Date (after issuance of the Loan Notes Guaranty). (c) In order to make a Borrowing of Revolving Loans (other than Borrowings involving continuations or conversions of outstanding Revolving Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte Time, the Applicable Number of Business Days prior to each such Borrowing; provided, however, that a request for a Borrowing of any Revolving Loans to be made on the Closing Date or the Acquisition Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (New York timeeach, a "Notice of Revolving Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-1, including a duly completed Revolving Commitment Worksheet attached thereto, and shall specify (iv) one Business Daythe amount of the Total Unutilized Revolving Credit Commitment immediately before giving effect to the requested Borrowing, (w) the aggregate principal amount and initial Type of the Revolving Loans to be made pursuant to such Borrowing, (x) the Applicable Currency in which such Loans shall be denominated, (y) in the case of a Borrowing of Base Rate Loans LIBOR Loans, the initial Interest Period to be applicable thereto, and (iiz) three the requested Borrowing Date, which shall be a Business DaysDay. Upon its receipt of a Notice of Revolving Borrowing, the Agent will promptly notify each Revolving Lender of the proposed Borrowing and the contents of the Notice of Revolving Borrowing. (d) If, on the Acquisition Closing Date, the amount of Tranche B Term Loans made is less than the full amount of the Total Tranche B Commitments because of the issuance of the Loan Notes Guaranty, the Borrower may, subject to Section 2.1(b), at any time until one (1) day immediately preceding the Tranche B Maturity Date, make Borrowings of Tranche B Term Loans in order to satisfy Beechwood's obligations under the Loan Notes. Further, if, after the completion of all purchases of Archer shares under ▇▇▇ ▇▇nder Offer and the Statutory Merger Proceedings, if any, the Fixed Guaranty Principal Exposure is less than (x) the Stated Amount of the Loan Notes Guaranty upon its issuance, and is less than (y) (pound)12,850,000, then the Borrower shall be entitled to make an additional Borrowing of Tranche B Term Loans up to an amount equal to (pound)12,850,000 minus the Fixed Guaranty Principal Exposure. In order to make a Borrowing of Tranche B Term Loans to satisfy Loan Notes obligations, or to make an additional Borrowing in accordance with the foregoing sentence, the Borrower will give the Agent written notice not later than 11:00 a.m., Charlotte time, the Applicable Number of Days prior to each such Borrowing. Each such notice (each, a "Notice of Tranche B Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-4, and shall specify (x) the aggregate principal amount and initial Type of the Tranche B Term Loans to be made pursuant to such Borrowing, (y) in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (z) the requested Borrowing Date, which shall be made as Base Rate Loans unlessa Business Day. Upon its receipt of a Notice of Tranche B Borrowing, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Agent will promptly notify each Tranche B Lender of the proposed Borrowing and the contents of the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Tranche B Borrowing. (e) Notwithstanding anything to the contrary contained herein: (i) the aggregate principal amount of Borrowings of Tranche A Term Loans shall be in Section 2.3(a) (Swing Loans), if any Notice the amount of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingTranche A Commitments, and the aggregate principal amount of the corresponding proposed Borrowing Borrowings of Tranche B Term Loans shall be reduced accordingly by in the amount of the Total Tranche B Commitments less the amount of the aggregate Tranche B Guaranty Exposure of all Lenders; (ii) the aggregate principal amount of such Swing Loan. Each each Borrowing of Dollar Revolving Credit Borrowing Loans or Sterling Revolving Loans that is comprised of Base Rate Loans shall not be in an aggregate amount of not less than $1,000,000 or (pound)1,000,000, respectively, or, if greater, an integral multiple of $500,000 or (pound)500,000, respectively, in excess thereof (or, if less, in the amount of the Total Unutilized Revolving Credit Commitment); (iii) the aggregate principal amount of each Borrowing of Dollar Revolving Loans or Pounds Sterling Revolving Loans that is comprised of LIBOR Loans shall not be less than $3,000,000 or (pound)3,000,000, respectively, or, if greater, an integral multiple of $1,000,000 in excess thereofor (pound)1,000,000, respectively, i any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (iif) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andNot later than 11:00 a.m., if Eurodollar Rate Loans are properly requested in such Notice of BorrowingLocal Time, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address referred to Payment Office an amount, in Section 11.8 (Notices, Etc.), the Applicable Currency and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . To the extent the relevant Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc2.3(a) and in like funds as received by the Agent.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower) to the Administrative Agent, which must be given not later than 11:00 a.m. (x) on notice given the Effective Date in the case of the Term A Borrowing, (y) at least ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) in advance of the requested date of such Borrowing in the case of the Term B-1 Borrowing or (z) at least fifteen (15) Business Days (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) in advance of the requested date of such Borrowing (other than the Term A Borrowing and the Term B-1 Borrowing). Each Loan Notice shall specify (i) the requested date of such Borrowing (which shall be a Business Day), (ii) the applicable Facility under which the Borrower is requesting such Borrowing and (iii) the principal amount of Loans to be borrowed. The Borrowing of Term A Loans shall be in an aggregate principal amount of $30,000,000. The Borrowing of Term B-1 Loans shall be in an aggregate principal amount of $5,000,000. The Borrowing of Term B-2 Loans shall be in an aggregate principal amount of $5,000,000. The Borrowing of Term B-3 Loans shall be in an aggregate principal amount of $5,000,000. Each Borrowing of Term C Loans shall be in an aggregate principal amount of $2,500,000. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.03 and Section 5.04 (and, if such Borrowing is the First Amendment initial Borrowing, Section 5.01 and (C) at any time (including the Closing Date and the First Amendment Effective DateSection 5.02), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower) to the Administrative Agent, which must be given not later than 9:00 a.m. on notice given by the Borrower date at least twenty (20) Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) in advance of the requested date of the Term A Borrowing, the Term B Borrowing or the Term C Borrowing, as the case may be. Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. For the avoidance of doubt, the Term A Borrowing shall be in a principal amount of $125,000,000, the Term B Borrowing shall be in a principal amount of $25,000,000 and the Term C Borrowing shall be in a principal amount of $50,000,000. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.02 (and, if such Borrowing is the First Amendment initial Borrowing, Section 5.01) and (C) at any time (including subject to the Closing Date Term A Draw Conditions, the Term B Draw Conditions and the First Amendment Effective Date)Term C Draw Conditions, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such fundsas applicable, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing Borrowing, other than the Initial Loans, shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which shall be given by the Borrower to a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (New York time) 11:00 a.m. one Business Day prior to the requested date of any Borrowing. Each Committed Loan Notice shall specify (i) one the requested date of the Borrowing (which shall be a Business Day), in and (ii) the principal amount of Loans to be borrowed. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Class of Loans. In the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in other than the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”initial Credit Extension), specifying (A) each Appropriate Lender shall make the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing its Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion of such proposed BorrowingOffice not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, 4.02 the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to the Administrative Agent by the Borrower. (c) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

Borrowings. (ia) Each Revolving Credit The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a "Type" of Loan), provided that all Loans comprising the same Borrowing -------- shall, unless otherwise specifically provided herein, be of the same Type. (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made on notice given by pursuant to Section 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and one (i1) one Business DayDay prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the -------- ------- Borrowing of any Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice the aggregate principal amount of each Borrowing requests a Revolving Credit Borrowing comprised of Base Rate LoansLoans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, if less, in the Administrative Agent may make a Swing Loan available to amount of the Borrower in an aggregate amount not to exceed such proposed BorrowingUnutilized Commitments), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 1:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.5 (Noticesor at such other location as the Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc2.3(a) and in like funds as received by the Agent.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing Borrower shall be made on notice given by the Borrower to the give Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Daynotice of each borrowing hereunder as provided in Section 4.05 in the form of a Notice of Borrowing; provided that, in the case of a borrowing of ABR Loans requested to be made on a same day basis, Borrower shall deliver the Notice of Borrowing no later than 1:00 p.m., New York time, on the day of Base Rate Loans and such proposed ABR Loan (iiwhich day shall be a Business Day). Unless otherwise agreed to by Administrative Agent in its sole discretion, not later than 12:00 p.m. (Noon) three Business Days(or, in the case of a Borrowing borrowing of Eurodollar Rate LoansABR Loans requested to be made on a same day basis, prior to 4:00 p.m.), New York time, on the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) specified for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained borrowing in Section 2.3(a) (Swing Loans)4.05, if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, each Lender shall make available the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall Loan or Loans to be reduced accordingly made by the principal amount of it on such Swing Loan. Each Revolving Credit Borrowing shall be in date to Administrative Agent, at an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The account specified by Administrative Agent shall give to each Revolving Credit Lender prompt notice of maintained at the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Principal Office, in immediately available funds, such Lender’s Ratable Portion for the account of such proposed BorrowingBorrower. Upon fulfillment (or due waiver in accordance with Section 11.1 (AmendmentsEach borrowing of Revolving Loans shall be made by each Revolving Lender pro rata based on its R/C Percentage. Each borrowing of Term Facility Loans shall be made by each Term Facility Lender pro rata based on its applicable T/C Percentage. Each borrowing of Term Facility II Loans shall be made by each Term Facility II Lender pro rata based on its applicable T/C Term Facility II Percentage. The amounts so received by Administrative Agent shall, Waiverssubject to the terms and conditions of this Agreement, Etc.)) (A) be made available to Borrower not later than 4:00 p.m., New York time, on the Closing actual applicable Funding Date, by depositing the same by wire transfer of immediately available funds in (or, in the case of an account of Borrower maintained with Administrative Agent at the Principal Office, by crediting the same to) the account or accounts of Borrower or any other account or accounts in each case as directed by Borrower in the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters Notice of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the BorrowerBorrowing.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower) to the Administrative Agent, which must be given by not later than 11:00 a.m. at least three (3) Business Days in advance of the Borrower requested date of the applicable Borrowing (or such period of fewer than three (3) Business Days as the Administrative Agent shall agree in its sole discretion). Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. For the avoidance of doubt, the Borrowing shall be in a principal amount of the Final Funding Amount. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.03 (and, if such Borrowing is the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Dateinitial Borrowing, Section 5.02), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of Term SOFR Loans after its receipt of the relevant Loan Notice; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.

Borrowings. (ia) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (b) Subject to Section 2.11, each Borrowing shall be made on notice given comprised entirely of ABR Loans, Term SOFR Loans or Daily Simple SOFR Loans, in each case, as the Company may request in accordance herewith. Each Lender at its option may make any Loan by the Borrower causing any domestic or foreign branch or Affiliate of such Lender to the Administrative Agent not later than 1:00 p.m. make such Loan (New York time) (i) one Business Day, and in the case of a Borrowing an Affiliate, the provisions of Base Rate Loans Sections 2.11, 2.12, 2.13 and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior 2.14 shall apply to such Affiliate to the date same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the proposed Borrowing. Each Company to repay such notice shall be Loan in substantially accordance with the form terms of Exhibit C this Agreement. (Form c) At the commencement of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if for any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Term SOFR Borrowing, and at the aggregate amount of the corresponding proposed time that each ABR Borrowing shall be reduced accordingly by the principal amount of or Daily Simple SOFR Borrowing is made, such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum; provided that (i) any Term SOFR Borrowing that results from a continuation of an outstanding Borrowing may be in excess thereofan aggregate amount that is equal to such outstanding Borrowing and (ii) an ABR Borrowing or a Daily Simple SOFR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Commitments. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 (or such greater number as may be agreed to by the Administrative Agent) Term SOFR Borrowings. (iid) The Administrative Agent Notwithstanding any other provision of this Agreement, the Company shall give not be entitled to each Revolving Credit Lender prompt notice of request, or to elect to convert or continue, any Term SOFR Borrowing if the Administrative Agent’s receipt of a Notice of Borrowing Interest Period requested with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and thereto would end after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the BorrowerMaturity Date.

Borrowings. (ia) Each Revolving Credit In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made on pursuant to Section 1.6), the Borrowers shall give the Agent written notice given by the Borrower to the Administrative Agent not no later than 1:00 p.m. (New York time) (i) one on the date which is three Business Day, Days prior to the requested Borrowing date in the case of a each LIBOR Rate Loan (or on the date which is one Business Day prior to the requested Borrowing of Base Rate Loans and (ii) three Business Days, date in the case of a Borrowing of Eurodollar each Base Rate Loans, prior to the date of the proposed BorrowingLoan). Each such notice Notice of Borrowing shall be irrevocable (except as expressly provided in substantially the form of Exhibit C Section 1.5(d) below) and shall specify: (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (Ai) the date of such proposed Borrowingrequested Borrowing date, which shall be a Business Day; (B) the aggregate amount of such proposed Borrowing, (Cii) whether any portion the Borrowing is to consist of the proposed Borrowing will be of Base LIBOR Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject Loans; and (iii) if the Borrowing is to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base LIBOR Rate Loans, the Administrative Agent may make a Swing Loan available Interest Period applicable to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.Loans; (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Upon receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andBorrowing, if Eurodollar Rate Loans are properly requested in the Agent will promptly notify each Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, will make available to the Administrative Agent at its address referred to an amount in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of such Lender’s Ratable Portion Commitment Percentage of such proposed the Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) not later than 10:00 a.m. on the Closing Date, requested Borrowing date. (c) The proceeds of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including each requested Borrowing after the Closing Date and will be made available to the First Amendment Effective DateBorrower by the Agent by wire transfer of such amount to the Borrower pursuant to the wire transfer instructions specified on the signature page hereto (or as directed by the Borrower in written directions from the Borrower to the Agent). (d) Subject to the provisions of Section 7.4, each Notice of Borrowing may state that such notice is conditioned upon the applicable conditions set forth effectiveness of other transactions permitted under this Agreement, in Section 3.2 which case such Notice of Borrowing may be revoked by the Borrower (Conditions Precedent by written notice to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available ) on or prior to the Borrowerspecified Borrowing date.

Borrowings. (a) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either (i) Each Revolving Credit Base Rate Loans or (ii) LIBOR Loans (each, a “Type” of Loan); provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third Business Day after the Closing Date. (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made on pursuant to Section 2.11), unless such notice given requirement is shortened by the Administrative Agent, the Borrower to will give the Administrative Agent written notice not later than 1:00 12:00 p.m. three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 12:00 p.m. on the same Business Day as each Borrowing to be comprised of Base Rate Loans. Each such notice (ieach, a “Notice of Borrowing”) one Business Dayshall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate LoansBusiness Day. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice the aggregate principal amount of each Borrowing requests a Revolving Credit Borrowing comprised of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount Loans shall not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof., and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of Loans comprising a Borrowing, then the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrower shall have failed to select the duration of the Administrative Agent’s receipt Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a Notice duration of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(aone (1) month; (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York timec) Not later than 2:00 p.m. on the date of the proposed Borrowingrequested Borrowing Date, each applicable Lender will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . To the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc.)2.3(a) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after like funds as received by the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit To request a Borrowing, an irrevocable Borrowing Request shall be made on notice given by the Borrower sent to the Administrative Agent not later than 1:00 p.m. (New York time) via electronic communications or telecopy: (i) one Business Day, in the case of a Eurocurrency Borrowing of Base Rate Loans and U.S. Loans, not later than 12:00 p.m., Local Time, three (3) Business Days before the date of the proposed Borrowing, (ii) three Business Days, in the case of a Eurocurrency Borrowing of Eurodollar Rate U.K. Loans, prior not later than 12:00 p.m., Local Time, four (4) Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing of either U.K. Loans or U.S. Loans (other than Swingline Loans), not later than 12:00 noon, Local Time, one (1) Business Day before the date of the proposed Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such notice Borrowing Request shall be in substantially a form approved by the form Administrative Agent and signed by the Applicable Administrative Borrower. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the name of Exhibit C the Borrower that the Borrowing is being requested on behalf of; (Form ii) the aggregate amount of Notice of the requested Borrowing) ; (a “Notice of Borrowing”), specifying (Aiii) the date of such proposed Borrowing, which shall be a Business Day; (B) the aggregate amount of such proposed Borrowing, (Civ) whether any portion such Borrowing is to be Borrowing or a Eurocurrency Borrowing; (v) in the case of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loana Eurocurrency Borrowing, the initial Interest Period or Periods thereof. Loans to be applicable thereto, which shall be made as Base Rate a period contemplated by the definition of the term “Interest Period”; (vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed; (vii) the Class of such Borrowing; (viii) whether such Borrowing will be of U.S. Loans unless, subject to Section 2.14 or U.K. Loans; and (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything ix) to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice extent the Borrowing will be of Borrowing requests a Revolving Credit Borrowing of Base Rate U.K. Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount currency of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereofBorrowing. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. The Borrower will not and will not permit any Subsidiary to create, assume or suffer to exist any unsecured or secured Indebtedness of any kind or any reimbursement obligation or other similar liabilities with respect to letters of credit issued for the Borrower’s or any Subsidiary’s account (iother than non-recourse letters of credit or surety bonds issued as credit enhancement); provided, that this Section 8.04 shall not apply to the following (collectively, “Permitted Debt”): (a) Each Revolving any Loans obtained hereunder; (b) any secured Indebtedness of the Borrower or of any Subsidiary created in the course of purchasing or developing real estate or financing construction or other improvements thereon or purchasing furniture, fixtures or other equipment therefor or any other related Indebtedness of the Borrower or of any Subsidiary or any refinancings thereof, provided, that neither the Borrower nor any Subsidiary (other than a Subsidiary whose sole assets consist of contiguous parcels of land which are being purchased or developed with such financing, the improvements, if any, thereon, furniture, fixtures and other equipment used in connection therewith, receivables arising from tenants in connection therewith and the proceeds of such receivables and other property directly obtained from the ownership of such assets) shall have any personal liability for such Indebtedness (except for Indebtedness permitted in Section 8.07(e)), the creditors’ recourse being solely to the property being pledged as collateral for such Indebtedness and the income therefrom; (c) except as provided in Section 8.04(d) hereof, Indebtedness under any Hedge Agreement relating to Indebtedness otherwise permitted under this Section 8.04, provided, that, any Hedge Agreement proposed to be entered into or guaranteed by the Borrower, FCCC or any other Subsidiary of the Borrower (other than a SPE Subsidiary), along with all Hedge Agreements entered into or guaranteed by the Parent, in each case with a Person that is not a Bank, that results in a Measured Credit Borrowing Risk for all such Hedge Agreements entered into with Persons other than a Bank, in excess of $33,500,000, shall require the prior written consent of the Required Banks (such written consent to be made on notice given delivered by each consenting Bank to the Agent not more than three (3) Business Days after the request for such consent has been delivered by the Borrower to the Administrative Agent Agent, provided, that, each Bank that does not later than 1:00 p.m. deliver such written consent within such three (New York time3) Business Day period shall be deemed to have denied the request for such Hedge Agreement); (d) Indebtedness of any of the Borrower’s SPE Subsidiaries under (i) one Business DayHedge Agreements or (ii) Total Rate of Return Swaps relating to Indebtedness otherwise permitted under this Section 8.04, in all cases under (i) and (ii), that are recourse solely to such SPE Subsidiary; (e) Indebtedness owed by a Subsidiary or the case Borrower as permitted by Section 8.06(b) hereof; (f) any guarantee or indemnity permitted by Section 8.07 hereof to the extent such guarantee or indemnity constitutes Indebtedness; (g) Indebtedness of FCCC in favor of non-affiliated third parties, including, without limitation, Total Rate of Return Swaps, up to a Borrowing maximum principal amount outstanding at any time of Base $200,000,000, to be used solely for the purposes of (i) originating loans to non-affiliated third parties (subject to the limitations set forth in Section 8.06(e)) and Affiliates of FCCC, (ii) acquiring loans, promissory notes and bonds issued by non-affiliated third parties (subject to the limitations set forth in Section 8.06(e)) and (iii) entering into Total Rate Loans of Return Swaps; (h) Indebtedness of any Subsidiary of the Borrower to pay the relevant seller the Consideration required in connection with a Multi-Asset Acquisition by such Subsidiary, so long as such Indebtedness (i) along with all other Consideration paid (and/or assumed) in connection with such Multi-Asset Acquisition (or series of related Multi-Asset Acquisitions), does not exceed $200,000,000 and (ii) three Business Daysalong with the total Consideration paid (and/or assumed) by all Subsidiaries in connection with Multi-Asset Acquisitions, does not exceed $800,000,000; and (i) Indebtedness assumed by a Subsidiary in connection with a Multi-Asset Acquisition, so long as such Indebtedness (i) existed at the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date time of such proposed BorrowingMulti-Asset Acquisition, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice was not incurred in contemplation of the Administrative Agent’s receipt such Multi-Asset Acquisition, (iii) along with all other Consideration paid (and/or assumed) by such Subsidiary in connection with such Multi-Asset Acquisition (or series of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.Multi-Asset Acquisitions), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment does not exceed $200,000,000 and (Civ) at any time along with the total Consideration paid (including the Closing Date and the First Amendment Effective Date)and/or assumed) by all Subsidiaries in connection with Multi-Asset Acquisitions, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerdoes not exceed $800,000,000.

Borrowings. (ia) Each Revolving Credit In order to make a Borrowing, Vesta will give the Lender written notice not later than 10:00 a.m., Birmingham time, one (1) Business Day prior to each Borrowing; provided, however, that a request for a Borrowing shall to be made on notice the Effective Date may, at the discretion of the Lender, be given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowingtime specified therefor as set forth hereinabove. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in substantially the form of Exhibit C and shall specify (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (Bi) the aggregate principal amount of the Loans to --------- be made pursuant to such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (Dii) for each Eurodollar Rate Loanthe requested Borrowing Date, the initial Interest Period or Periods thereof. Loans which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate LoansBusiness Day. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loansherein, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing shall not be in an aggregate amount of not less than $1,000,000 or or, if greater, an integral multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, in the amount of the Unutilized Commitment). (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of Not later than noon, Birmingham time, on the Administrative Agent’s receipt of a Notice of requested Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of BorrowingDate, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on will make the date of the proposed Borrowing, make requested amount available to the Administrative Agent at its address referred Borrower subject to in the provisions of subsection (a) hereof and Section 11.8 2.1. (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion c) The Borrower hereby authorizes the Lender to disburse the proceeds of such proposed Borrowing. Upon fulfillment (or due waiver each Borrowing in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, terms of any written instructions from any of the applicable conditions set forth Section 3.1 (Conditions Precedent Authorized Officers of Vesta, provided that the Lender shall not be obligated under any circumstances to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth forward amounts to any account not listed in Section 3 of the First Amendment and (C) an Account Designation Letter. Vesta may at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available deliver to the BorrowerLender an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.

Borrowings. (i) Each request for a Revolving Credit Borrowing Loan or Swing Loan hereunder shall be made on notice given by a Notice of Borrowing from the Borrower to the Administrative Agent Agent, given not later than (A) 1:00 p.m. (New York time) (i) one P.M. on the Business Day, in Day on which the case of a Borrowing of proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (iiB) 1:00 P.M. on the date that is three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the date of the proposed Borrowingrequested borrowing of Revolving Loans that will be Eurodollar Loans. Each such notice request for borrowing made in a Notice of Borrowing shall be in substantially the form of Exhibit C given by telecopy, setting forth (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A1) the requested date of such proposed Borrowingborrowing, (B2) the aggregate amount of such proposed Borrowingrequested borrowing and whether it is for a Revolving Loan or Swing Loan, (C3) whether any portion of the proposed Borrowing such Revolving Loans will be of Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) whether such Swing Loan will be a Base Rate Loan or LIBOR Index Loan (subject to Section 2.1(a)(ii)), (5) certification by the Borrower that it has complied in all respects with Section 5.2, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder and (D6) the account at which such requested funds should be made available. Each request for each borrowing made in a Notice of Borrowing shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount, if less) and shall be entitled to borrow Base Rate Loans or Eurodollar Rate LoanLoans, or a combination thereof, as the initial Interest Period or Periods thereof. Borrower may request; provided, that no more than eight (8) Eurodollar Loans shall be made as Base Rate outstanding hereunder at any one time; and provided, further, that Eurodollar Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the minimum principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than at least $1,000,000 or an 3,000,000 and integral multiple multiples of $1,000,000 in excess thereof. (ii) . Each Swing Loan shall be in a minimum principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof. Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested (but in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) no event later than 2:00 P.M. on the date of the proposed Agent’s receipt of notice from the Borrower) of each requested borrowing in a Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than 3:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent at its the address referred to in Section 11.8 (Notices, Etc.)of the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made by the Agent in accordance with subsection (d)(ii) below). Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of 5.2 for such fundsborrowing, the Administrative Agent shall will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing. (ii) If the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 are not in fact made available to the Agent by a Defaulting Lender and the Agent has made such amount available to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than one (1) Business Day after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any reasonable costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender’s default. (iii) The failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any borrowing. (iv) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan. (v) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowings. (a) The Term Loans and the Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third Business Day after the Closing Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, prior to each Borrowing to be comprised of Base Rate Loans and three Business Days prior to each Borrowing to be comprised of LIBOR Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each Revolving Credit such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) the aggregate principal amount of the Borrowing of Term Loans shall be in the amount of the aggregate Term Loan Commitments available on the Closing Date and such Borrowing shall be made on notice given by the Borrower to Closing Date; (ii) the Administrative Agent aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not later be less than 1:00 p.m. $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (New York time) (i) one Business Dayor, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, Commitments less the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingAggregate Revolving Credit Exposure), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; (iii) if the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iv) if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (iic) The Administrative Agent Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall give to each Revolving Credit Lender prompt notice be the Closing Date, in the case of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andTerm Loans), if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the each applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . To the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan (other than borrowings pursuant to a ▇▇▇▇▇ Fargo Financial Management Account or similar cash management product offered by ▇▇▇▇▇ Fargo, Waiverswhich shall be effected as provided thereunder), Etc.the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the First Amendment Effective Date, proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than (i) 12:00 p.m. at least three (3) Business Days (or, in the case of the initial Credit Extensions on the Closing Date, one (1) Business Day) prior to the requested date of any Borrowing of LIBOR Rate Loans, and (ii) 12:00 p.m. at least one (1) Business Day in advance of the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower Representative wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Administrative Agent not later than 1:00 p.m. 12:00 p.m., five (New York time5) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of such Borrowing, whereupon Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 that LIBOR Rate Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed Borrowingborrowing. Each such notice Borrowing of LIBOR Rate Loans shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) remittance instructions. If the Borrower Representative requests a Borrowing of LIBOR Rate Loans in any such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (iib) The Following receipt of a Funding Notice, Administrative Agent shall give to promptly notify each Appropriate Lender in writing or by electronic communication of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Loans. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender prompt notice shall make the amount of its Loan available to Administrative Agent in immediately available funds at the Administrative Agent’s receipt Principal Office not later than 2:00 p.m. on the Business Day specified in the applicable Funding Notice. Upon satisfaction or waiver of a Notice of Borrowing with respect to Revolving Credit Borrowings the applicable conditions precedent set forth in Section 3.02 (and, if Eurodollar such Borrowing is the initial Credit Extension, Section 3.01), Administrative Agent shall make all funds so received available to the applicable Borrower(s) either by (i) crediting the account(s) of the Borrower(s) on the books of Administrative Agent with the amount of such funds or (ii) wire transfer of such funds to an account designated by the Borrower Representative in writing, in each case, in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by the Borrower Representative (subject to Section 2.04(c)). (c) Administrative Agent shall promptly notify the Borrower Representative and the Lenders (in writing or by electronic communication) of the interest rate applicable to any Interest Period for LIBOR Rate Loans are properly requested in upon determination of such Notice interest rate. (d) The failure of Borrowingany Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, the applicable interest rate determined pursuant if any, hereunder to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) make its Loan on the date of the proposed such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available the Loan to be made by such other Lender on the date of any Borrowing. (e) Anything in this Section 2.02 to the Administrative Agent at its address referred to in Section 11.8 (Noticescontrary notwithstanding, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Borrower Representative may not select Adjusted LIBOR Rate for any Borrowing if the obligation of the applicable conditions set forth Appropriate Lenders to make LIBOR Rate Loans shall then be suspended pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit2.17(a) or 2.17(b), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing request for a borrowing hereunder shall be made on by a notice given by in the Borrower form of Exhibit G from the Parent to the Administrative Agent (a "Notice of Borrowing"), setting forth all of the information required to be set forth therein including the Total Gross Availability as set forth in the most recent Borrowing Base Certificate delivered to the Administrative Agent, and the amount of the advance requested, and shall be given not later than 1:00 p.m. P.M., Boston, Massachusetts time (New York timeA) (i) one on the Business DayDay on which the proposed borrowing is requested to be made, in the case of a Borrowing of for Revolving Loans that will be Base Rate Loans and (iiB) three (3) Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the date of the proposed Borrowingrequested borrowing, for Loans that will be LIBOR Loans. Each such notice Notice of Borrowing shall be in substantially the form of Exhibit C given by telecopy, setting forth (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A1) the requested date of such proposed Borrowingborrowing, (B2) the aggregate amount of such proposed Borrowingrequested borrowing, (C3) whether any portion of the proposed Borrowing such Loans will be of Base Rate Loans or Eurodollar Rate LIBOR Loans, and if appropriate, the applicable LIBOR Interest Period, (4) certification by the Parent that the Credit Parties have complied in all material respects with Article 5, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder (including availability under the Borrowing Base) and (D5) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereofaccount at which such requested funds should be made available. Each Notice of Borrowing shall be irrevocable by and binding on the Borrowers. Loans made as LIBOR Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or in a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the minimum principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount Five Hundred Thousand Dollars ($500,000) and integral multiples of not less than One Hundred Thousand Dollars ($1,000,000 or an integral multiple of $1,000,000 100,000) in excess thereof. ; provided, that no more than five (ii5) LIBOR Loans shall be outstanding hereunder at any one time. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and(but in no event later than 2:00 P.M. Boston, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate)Massachusetts time. Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Administrative Agent's receipt of notice from the Parent) of each Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Administrative Agent in accordance with subsection (d)(ii) below). No later than 3:00 P.M. Boston, Massachusetts time on the date on which a borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent at its the address referred to in Section 11.8 (Notices, Etc.)of the Administrative Agent set forth on the signature pages hereto, in immediately available funds, its Applicable Percentage of such borrowing requested to be made. Unless the Administrative Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent as required above and the Administrative Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of Article 5 for such fundsborrowing, the Administrative Agent shall will make such funds available to the BorrowerBorrowers at the account specified by the Parent in such Notice of Borrowing. (ii) Because the Borrowers anticipate the possibility of requesting borrowings of Revolving Loans on a daily basis and repaying Revolving Loans on a daily basis through the collection of Accounts and the proceeds of other Collateral, resulting in the amount of outstanding Revolving Loans fluctuating from day to day, in order to administer the Revolving Loans in an efficient manner and to minimize the transfer of (1) an officer's certificate from the Parent or any other Borrower pursuant to and in accordance with Section 7.1(i) that a Default or Event of Default is in existence or (2) a Notice of Borrowing from the Parent wherein the certification provided therein states that the conditions to the making of the requested Swingline Loan have not been satisfied or (3) a written notice from the Administrative Agent that the conditions to such borrowing specified in Section 5.2 have not been satisfied, which officer's certificate, Notice of Borrowing or notice, in each case, shall not have been rescinded; provided that if the Swingline Lender is the Administrative Agent, the notice specified in subclause (3) shall be presumed if the Administrative Agent has made such determination. If the Swingline Lender makes any Swingline Loans, as provided in the immediately preceding sentence, the amount of outstanding Revolving Loans and each Lender's Applicable Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans as of 5:00 P.M. on the Business Day immediately preceding the date of each computation, determined in the manner prescribed below; provided, however, that the Administrative Agent retains the absolute right at any time or from time to time to make the aforedescribed adjustments at intervals more frequently than weekly. The Administrative Agent shall deliver to each of the Lenders after the end of each week, or such lesser period or periods as the Administrative Agent shall determine, a summary statement of the amount of outstanding Revolving Loans for such period after giving effect to the conversion of then outstanding Swingline Loans into Revolving Loans in accordance with Section 2.10 (such week or lesser period or periods being hereafter referred to as a "Settlement Period"). If the summary statement is sent by the Administrative Agent and received by the Lenders prior to 12:00 Noon on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. Boston, Massachusetts time on the day such summary statement was sent; and if such summary statement is sent by the Administrative Agent and received by the Lenders after 12:00 Noon Boston, Massachusetts time on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. Boston, Massachusetts time on the next succeeding Business Day. If in any Settlement Period, the amount of a Lender's Applicable Percentage of the Revolving Loans is in excess of the amount of Revolving Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender's Applicable Percentage of the Revolving Loans in any Settlement Period is less than the amount of Revolving Loans actually funded by such Lender, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each of the Lenders to transfer such funds shall be irrevocable and unconditional and without recourse to or warranty by the Administrative Agent. Each of the Administrative Agent and the Lenders agree to ▇▇▇▇ their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Applicable Percentages of the outstanding

Borrowings. (ia) Each Revolving Credit Borrowing Borrowing, shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Borrower to Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon three (New York time3) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of the proposed any Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate a principal amount of not less than $1,000,000 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Each Notice of Borrowing shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the Facility to which such Borrowing relates, (iii) the proposed use of proceeds with respect to such Borrowing and (iv) the principal amount of Advances to be borrowed. (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly (and in any event, no later than 11:00 a.m. two (2) Business Days prior to the requested date of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested set forth in such the applicable Notice of Borrowing, ) notify (which may be done electronically) each Lender of the amount of its pro rata share of the applicable interest rate determined pursuant to Section 2.14(a) (Determination Advances. In the case of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed a Borrowing, each Lender shall make the amount of its Advance available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion Office not later than 12:00 P.M. on the Business Day specified in the applicable Notice of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, ​ satisfaction of the applicable conditions set forth in Section 3 of 3.02 (and, if such Borrowing is made on the First Amendment and (C) at any time (including the Closing Date and the First Amendment Restatement Effective Date, Section 3.01), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) [Reserved]. (d) [Reserved]. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such ▇▇▇▇▇▇’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of, and at the time of, such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount; provided that the Administrative Agent shall have no obligation to make any Advance using its own funds. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (f) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 8.05 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 8.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make its Advance or to make its payment under Section 8.05. (g) If any Lender makes available to the Administrative Agent funds for any Advance to be made by such ▇▇▇▇▇▇ as provided in the provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Advance set forth in Article III are not satisfied or waived in accordance with the terms ​ ​ hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Advance in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Borrowings. (i) Each request for a Revolving Credit Borrowing Loan or Swing Loan hereunder shall be made on notice given by a Notice of Borrowing from the Borrower to the Administrative Agent Agent, given not later than (A) 1:00 p.m. (New York time) (i) one P.M. on the Business Day, in Day on which the case of a Borrowing of proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (iiB) 1:00 P.M. on the date that is three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the date of the proposed Borrowingrequested borrowing of Revolving Loans that will be Eurodollar Loans. Each such notice request for borrowing made in a Notice of Borrowing shall be in substantially the form of Exhibit C given by telecopy, setting forth (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A1) the requested date of such proposed Borrowingborrowing, (B2) the aggregate amount of such proposed Borrowingrequested borrowing and whether it is for a Revolving Loan or Swing Loan, (C3) whether any portion of the proposed Borrowing such Revolving Loans will be of Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) whether such Swing Loan will be a Base Rate Loan or LIBOR Index Loan (subject to Section 2.1(a)(ii)), (5) certification by the Borrower that it has complied in all respects with Section 5.2, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder and (D6) the account at which such requested funds should be made available. Each request for each borrowing made in a Notice of Borrowing shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount, if less) and shall be entitled to borrow Base Rate Loans or Eurodollar Rate LoanLoans, or a combination thereof, as the initial Interest Period or Periods thereof. Borrower may request; provided, that no more than eight (8) Eurodollar Loans shall be made as Base Rate outstanding hereunder at any one time; and provided, further, that Eurodollar Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the minimum principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than at least $1,000,000 or an 3,000,000 and integral multiple multiples of $1,000,000 in excess thereof. (ii) . Each Swing Loan shall be in a minimum principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof. Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested (but in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) no event later than 2:00 P.M. on the date of the proposed Agent’s receipt of notice from the Borrower) of each requested borrowing in a Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than 3:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent at its the address referred to in Section 11.8 (Notices, Etc.)of the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made by the Agent in accordance with subsection (d)(ii) below). Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of 5.2 for such fundsborrowing, the Administrative Agent shall will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing. (ii) If the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 are not in fact made available to the Agent by a Defaulting Lender and the Agent has made such amount available to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than one (1) Business Day after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any reasonable and documented out-of-pocket costs (including reasonable and documented legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender’s default. (iii) The failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any borrowing. (iv) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan. (v) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowings. (a) The Revolving Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a "Type" of Revolving Loan), provided that (i) Each all Revolving Credit Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be Base Rate Loans at all times. (b) In order to make a Borrowing of Revolving Loans (other than Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made on notice given by pursuant to Section 2.2(d), and other than Borrowings involving continuations or conversions of outstanding Revolving Loans, which shall be made pursuant to Section 2.10), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 12:00 noon, Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and on the intended date of each Borrowing to be comprised of Base Rate Loans; provided, however, that a request for a Borrowing to be made on the Closing Date may, at the discretion of the Agent, be given later than the time specified therefor as set forth hereinabove. Each such notice (ieach, a "Notice of Revolving Borrowing") one Business Dayshall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (x) the aggregate principal amount and initial Type of the Revolving Loans to be made pursuant to such Borrowing, (y) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (z) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate LoansBusiness Day. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice the aggregate principal amount of each Borrowing requests a Revolving Credit Borrowing comprised of Base Rate LoansLoans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, if less, in the Administrative Agent may make a Swing Loan available to amount of the Borrower in an aggregate amount not to exceed such proposed BorrowingAggregate Unutilized Commitments), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 2,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrower shall give have failed to each designate the Type of Revolving Credit Lender prompt notice Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrower shall have failed to select the duration of the Administrative Agent’s Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. Upon its receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Agent will promptly notify each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.5 (Noticesor at such other location as the Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 2.3(a) and in like funds as received by the Agent. (Amendmentsc) In order to make a Borrowing of a Swingline Loan, Waiversthe Borrower will give the Agent and the Swingline Lender written notice (or oral notice promptly confirmed in writing) not later than 12:00 noon, Etc.Charlotte time, on the Business Day of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-2 (or, if oral notice is given, shall be promptly followed with a writing in the form of Exhibit B-2) and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $50,000 and, if greater, shall be in an integral multiple of $10,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the Closing requested Borrowing Date, the Swingline Lender will make available to the Agent at its office referred to in Section 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Agent as provided hereinabove, the Agent will make such amount available to the Borrower in accordance with Section 3.1 2.3(a) and in like funds as received by the Agent. (Conditions Precedent d) With respect to Initial Loans and Letters of Credit)any outstanding Swingline Loans, (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) Swingline Lender may at any time (without regard to whether an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Agent and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, on the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Revolving Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans and shall remain as Base Rate Loans until repaid or converted into LIBOR Loans pursuant to the terms of this Agreement) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the "Refunded Swingline Loans") outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Agent at its office referred to in Section 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Closing Date and Swingline Lender's ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the First Amendment Effective Date), proceeds of the applicable conditions set forth in Section 3.2 Revolving Loans made as provided above (Conditions Precedent including a Revolving Loan deemed to Each Loan and Letter of Credithave been made by the Swingline Lender), and after such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Administrative Agent’s receipt Swingline Lender shall be recovered by or on behalf of such fundsthe Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the Administrative Agent loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.14(b). (e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (d) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall (1) Business Day's prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make such funds available to the BorrowerAgent at its office referred to in Section 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent. In the event any such Lender fails to make available to the Agent the amount of such Lender's participation as provided in this subsection (e), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender's ratable share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (d) above and each such Lender's obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (e) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any party hereto; provided, however, that no Lender shall have any obligation to make a Revolving Loan for the purpose of repaying, or to purchase any participation in, any Swingline Loan if, at the time of making such Swingline Loan, the Swingline Lender had actual knowledge that the conditions to making such Swingline Loan set forth herein were not satisfied or waived.

Borrowings. Loans may be made available to the Borrower ---------- requesting (or deemed to have requested) the Loans by the Lenders pursuant to Section 2.2(c) ("Lender Advances") and by the Agent acting on behalf of the -------------- --------------- Lenders pursuant to Section 2.2(b) ("Agent Advances"). Except as provided in -------------- -------------- Sections 2.2(b)(ii), 4.11(c) and 4.14, all Borrowings shall be made only after ------------------- ------- ---- receipt by the Agent of a Notice of Borrowing (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business DayEffective Date, in the case of a Borrowing of Base Rate Loans and on the Effective Date, (ii) three not later than 1:00 P.M. New York City time on the Business DaysDay which is the proposed Borrowing date with respect to Lender Advances of Prime Rate Loans made after the Effective Date, in (iii) not later than 1:00 P.M. New York City time on the case of a third Business Day prior to the proposed Borrowing date with respect to Lender Advances of Eurodollar Rate Loans, prior to Loans after the date of Effective Date and (iv) not later than 1:00 P.M. New York City time on the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of Business Day which is the proposed Borrowing will be date with respect to Agent Advances of Base Prime Rate Loans or Eurodollar made after the Effective Date. Each Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type. Borrowings of Prime Rate Loans and (D) for each Eurodollar Rate Loan, on the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing same Business Day shall be in an aggregate principal amount for all Borrowers requesting that Loans be made as, or converted into, Prime Rate Loans on such Business Day of not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. Borrowings of Eurodollar Rate Loans on the same Business Day shall be in an aggregate principal amount for all Borrowers requesting that Loans be made or continued as, or converted into, Eurodollar Rate Loans with the same Interest Period on such Business Day of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give . Subject to the foregoing limits, each Revolving Credit Lender prompt notice Borrower may request one or more Borrowings of Prime Rate Loans on the Administrative Agent’s receipt same Business Day, but may request only one Borrowing of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly (excluding continuations of Eurodollar Rate Loans) for any Business Day (which shall be funded simultaneously with all Loans requested in to be made as, or converted into, Eurodollar Rate Loans requested by the other Borrowers on such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest RateBusiness Day). Each Lender shall, before 11:00 am. (New York time) All new Loans made on the date of Effective Date shall initially be Prime Rate Loans and thereafter may be continued as Prime Rate Loans or converted into Eurodollar Rate Loans, in the proposed Borrowing, make available manner provided in Section ------- 4.14(b) and subject to the Administrative Agent at its address referred to conditions therein set forth and in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing5.2. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) All ------- ----------- Loans outstanding on the Closing DateEffective Date and not repaid under the Original Credit Agreement shall remain outstanding hereunder as the same Type of Loan, of but shall bear interest at the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on rates provided herein from the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions: (a) in the case of the Class A-T-1 Borrowing on the Effective Date, (i) Each Revolving Credit the conditions precedent set forth in Section 3.1 shall have been fully satisfied on or prior to the applicable Borrowing Date; and (ii) the Agents shall be made on notice given have received a certificate of an Authorized Officer of the Collateral Manager (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on such Borrowing Date), to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on such Borrowing Date and immediately prior to the delivery thereof, (A) (w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which are being released on such Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement; (b) the Administrative Agent not later than 1:00 p.m. shall have received a Notice of Borrowing as required by Section 2.2 and the conditions set forth in clause (New York timec) below are met in connection with such Borrowing (as evidenced by the Notice of Borrowing); (c) immediately after such Borrowing: (i) one Business Day, in the case of a Borrowing of Base Rate Class A-R Loans, the aggregate outstanding principal amount of the Class A-R Loans and shall not exceed the Total Class A-R Commitment as in effect on such Borrowing Date; (ii) three Business Days, in the case of a the Borrowing of Eurodollar Rate Class A-T-1 Loans, prior the aggregate outstanding principal amount of the Class A-T-1 Loans shall not exceed the Total Class A-T-1 Commitment as in effect on such Borrowing Date; and (iii) in the case of the Borrowing of Class A-T-2 Loans, the aggregate outstanding principal amount of the Class A-T-2 Loans shall not exceed the Total Class A-T-2 Commitment as in effect on such Borrowing Date; (d) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the date making of such Loans; (e) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, the representations and warranties of the proposed Borrowing. Each such notice Borrower contained in this Agreement and each of the other Loan Documents shall be true and correct in substantially the form all material respects on and as of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed BorrowingBorrowing (unless stated to relate solely to an earlier date, (B) the aggregate amount in which case such representations and warranties shall be true and correct in all material respects as of such proposed Borrowingearlier date) both before and after giving effect to the making of such Loans; (f) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, (C) whether no law or regulation shall have been adopted, no order, judgment or decree of any portion governmental authority shall have been issued, and no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate LoanBorrower, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unlessthreatened, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)which does or, the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andany threatened litigation, if Eurodollar Rate seeks to enjoin, prohibit or restrain the making or repayment of the Loans are properly or the consummation of the transactions among the Borrower, the Collateral Manager, the Lenders and the Agents contemplated by this Agreement; (g) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, each of the Loan Documents remains in full force and effect and is the binding and enforceable obligation of the Borrower and the Collateral Manager, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders); (h) except in the case of Class A-R Loans obtained to fund Unfunded Amounts, immediately before and after giving effect to the requested Borrowing, the Eligibility Criteria shall be satisfied (as demonstrated in a writing attached to such Notice of Borrowing); and (i) in the case of the Class A-T-2 Borrowing on the Additional Draw Date, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C2.1(h) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerhave been satisfied.

Borrowings. (i) Each Revolving Credit Borrowing shall be Lender made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case amount of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date its Applicable Percentage of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Term Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make B available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) Office on the Closing Initial Funding Date. Each Lender made the amount of its Applicable Percentage of Term Loan F, Term Loan G and Term Loan H available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office on December 5, 2014. Each Lender made the amount of its Applicable Percentage of Term Loan C, Term Loan D and Term Loan E available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office on the Delayed Funding Date. Each Lender made the amount of its Applicable Percentage of Term Loan I available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office on February 29, 2016. Each Loan Notice shall specify (i) the applicable Borrower to which the proceeds of the applicable conditions set forth Section 3.1 Loan shall be disbursed, (Conditions Precedent to Initial Loans and Letters ii) the requested date of Creditthe Borrowing (which shall be a Business Day), (Biii) the principal amount of Loans to be borrowed by such Borrower and (iv) if applicable, the duration of the interest period with respect thereto. Each Lender shall make the amount of its Applicable Percentage of each of the Term Loan K and the Term Loan L available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the First Amendment Effective Restatement Date, . Upon satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds4.02, the Administrative Agent shall make such all funds so received available to the applicable Borrower designated to receive the proceeds of the Loan in the Loan Notice in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of NWFCS with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Administrative Borrower.

Borrowings. Borrower will not, nor permit OSLI, OSMI or OSII to create, assume or have outstanding at any time any indebtedness for borrowed money (ior become a guarantor in respect any indebtedness for borrowed money) Each Revolving the incurrence of which would create a default under this Agreement, including, without limitation, a default under section 3B.01 or 3B.03; PROVIDED, that this subsection shall not apply to any indebtedness existing on October 4, 1996 or any Swing Loan indebtedness authorized under Subsection 2A.06 hereof. 3. Section 9 DEFINITIONS of the Agreement is amended to delete the definition of EXPIRATION DATE therein and substitute the following therefor: EXPIRATION DATE means the date referred to as such in subsection 2A.02 or such later date, if any, as may be established pursuant to subsection 2A.05. 4. Section 2A.03 of the Agreement is amended by adding the following language after the first sentence: Borrower shall simultaneously deliver a copy of such notice to Mellon. 5. Section 2D.01 of this Agreement is amended by adding the following language at the end of the first sentence: with immediate notice thereof delivered to Mellon utilizing the same method of delivery as utilized to deliver the credit request 6. From and after the effective date of this Fourth Amendment, references in the Credit Borrowing Agreement (as amended by the First Amendment, the Second Amendment, the Third Amendment and this Fourth Amendment thereto) shall be made on notice given deemed to be references to the Agreement as amended by all such amendments (unless otherwise expressly indicated). 7. Borrower restates and reaffirms all of its representations and warranties set forth in Section 4B of the Credit Agreement as of the date hereof. 8. This Fourth Amendment and the modifications set forth herein shall be and become effective as of the date hereof. 9. The Credit Agreement, as amended by the Borrower First Amendment, the Second Amendment, the Third Amendment and this Fourth Amendment, is hereby ratified and confirmed. 10. This Fourth Amendment may be executed in one or more counterparts, each counterpart to be executed by Borrower, by NCB-Agent and by one or more or all of the Banks. Each such executed counterpart shall be deemed to be an executed original for all purposes but all such counterparts taken together shall constitute one agreement, which agreement constitutes the entire agreement among the parties hereto with respect to the Administrative subject matter hereof. 11. This Fourth Amendment may be executed by representatives of the Banks using facsimile signatures and facsimilied signature pages shall in all respects be binding on all parties hereto and thereto as if such signature pages were originally delivered. Original signature pages for all facsimilied signature pages shall be delivered to NCB-Agent not later than 1:00 p.m. (New York time) (i) one Business DayDecember ___, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof1998. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing Term Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent which shall be given by a Borrowing Request, given not later than 1:00 P.M. (New York City time) on notice given the third (3rd) Business Day prior to the date of the requested Borrowing (or, for Borrowings made on the Closing Date, one (1) Business Day prior to the date of such Borrowing), by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business DayAgent, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior which shall give to the date of the proposed Borrowingeach Lender prompt notice thereof by electronic mail. Each such notice of a Borrowing (a “Borrowing Request”) shall be by electronic mail, in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”)B hereto, specifying therein the requested (Ai) the date of such proposed BorrowingBorrowing (which shall be a Business Day), (Bii) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (Diii) wiring instructions for each Eurodollar Rate Loanthe Retention Controlled Account or, for Borrowings made on the Closing Date, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate)Funds Flow. Each Lender shall, before 11:00 am. 2:00 P.M. (New York City time) on the date of the proposed such Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s Account, by wire transfer in same day funds, such L▇▇▇▇▇’s ratable portion of such Borrowing. Upon receipt of such all requested funds, the Administrative Agent shall will make such funds received available to the Borrower in same day funds at the Retention Controlled Account. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such L▇▇▇▇▇’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with prior paragraph of this Section and may, but shall not be obligated to, in reliance on such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable L▇▇▇▇▇ agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.5. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Borrowing included in such borrowing.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by The Borrower agrees that during the Borrower to period from the Administrative Agent not later than 1:00 p.m. date hereof until 5:30 P.M. (New York City time) (i) one Business Dayon May 28, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days1999, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing it will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if not give any Notice of Borrowing requests a for Swingline Loans or Revolving Credit Borrowing Loans in an amount in excess of Base Rate Loans, its actual cash needs in the Administrative Agent may make a Swing Loan ordinary course of business (net of other sources of funds available or expected to be available to it, including previous Borrowings) during the Borrower in an aggregate amount not to exceed such proposed three-day period beginning with the related date of Borrowing, for amounts it actually intends to pay and determined consistent with the aggregate amount Borrower's historical cash management practices (it being agreed that such practices may need to take into account any changes in funds availability made by the Vencor Companies' cash management banks as a result of Vencor's current financial condition), as certified in reasonable detail (including a breakdown by category of the corresponding proposed Borrowing shall expenses or other amounts to be reduced accordingly paid during such periods) by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be Borrower's Chief Financial Officer or Treasurer in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in certificate accompanying such Notice of Borrowing, provided that: (i) if the applicable interest rate amount so determined pursuant is less than $1,000,000, such Borrowing may be in the amount of $1,000,000; (ii) the Borrower will not make any Borrowing for the purpose of making payment of any rent or other sum payable to Section 2.14(aany Ventas Company under a Master Lease Agreement except on the date a Vencor Company is actually going to make such payment (as certified by the Borrower's Chief Financial Officer or Treasurer in the certificate accompanying the related Notice of Borrowing), and the requirement to make any such payment shall be disregarded when determining the Borrower's actual cash needs on any day prior to such day; (iii) the maximum amount of Swingline Borrowings and Revolving Credit Borrowings and Aggregate LC Exposure that may be outstanding during the Waiver Period may not exceed $55,000,000 (Determination determined without including the Aggregate LC Exposure on account of Interest Rate). Each Lender shall, before 11:00 am. (New York time) Letters of Credit outstanding on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Waiver No. 1 (Notices, Etc.and any extensions thereof), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.; and

Borrowings. (a) The Term Loans and the Revolving Loans (each a ---------- "Class" of Loan) shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a "Type" of Loan), provided that (i) Each all Loans comprising the same -------- Borrowing shall, unless otherwise specifically provided herein, be of the same Type, (ii) the Loans (whether Revolving Credit Borrowing or Term Loans) made on the Closing Date shall be made initially as Base Rate Loans and (iii) LIBOR Loans may be made, or Base Rate Loans may be converted into LIBOR Loans, on the date which is three (3) Business Days following the Closing Date (so long as proper notice is given by pursuant to Section 2.2(b) or Section 2.11(b)). (b) The Borrower hereby requests a Borrowing of Tranche A Term Loans on the Closing Date in an amount equal to the aggregate Tranche A Term Loan Commitments. In order to make a Borrowing of Tranche B Term Loans or Revolving Loans (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 12:00 noon, Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and on the date of each Borrowing to be comprised of Base Rate Loans; provided, however, that -------- ------- requests for the Borrowing of Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) one Business Daythe aggregate principal amount of the Borrowing of Tranche A Term Loans shall be in the amount of the aggregate Tranche A Term Loan Commitments, and the aggregate principal amount of the Borrowing of Tranche B Term Loans shall be in the amount of the aggregate Tranche B Term Loan Commitments; (ii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof (or, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Unutilized Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingCommitments), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; (iii) if the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iv) if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (iic) The Administrative Agent Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date (which shall give to each Revolving Credit Lender prompt notice be the Closing Date, in the case of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andTerm Loans), if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, will make available to the Administrative Agent at its address office referred to in Section 11.8 11.5 (Noticesor at such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc.)2.3(a) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after like funds as received by the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (a) Subject to the terms and conditions of this Agreement, the Loans shall, at the option of the Borrower, be either Base Rate Loans or LIBOR Loans, provided, however, that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type and Class. (b) In order to make a Borrowing (other than (x) Borrowings for the purpose of repaying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05 and (y) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Administrative Agent written notice not later than 12:00 p.m., three (3) Business Days prior to each Borrowing (or, in the case of any Borrowing of Base Rate Loans, 12:00 p.m. on the date of such Borrowing); provided, however, that notwithstanding the foregoing, the Initial Term Loans borrowed on the Closing Date may, at the election of the Borrower, be borrowed as LIBOR Loans and any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a “Notice of (i) Each Revolving Credit the aggregate principal amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (ii) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto and (iii) the requested date of such Borrowing (the “Borrowing Date”), which shall be made on notice given by the Borrower to a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent not later than 1:00 p.m. (New York time) will promptly notify each Term Lender or Revolving Credit Lender, as applicable, of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) one Business Daythe aggregate principal amount of the Borrowing of Initial Term Loans shall be in the amount of the aggregate Initial Term Loan Commitments; (ii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $250,000 or, if greater, an integral multiple of $100,000 in excess thereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Unutilized Revolving Credit Commitments), the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $100,000 in excess thereof, (iii) if the Borrower shall have failed to designate the Type of Loans, then it shall be deemed to have requested a Borrowing comprised of Base Rate Loans and Loans; and (iiiv) three Business Daysif the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) In the case of each Borrowing of Loans, not later than 10:00 a.m. (2:00 p.m. for same day Borrowing of Base Rate Loans) on the requested Borrowing Date (which shall be the Closing Date, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Initial Term Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, will make available to the Administrative Agent at its address office referred to in Section 11.8 12.05 (Noticesor at such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender’s Ratable Portion . Subject to the satisfaction or waiver of applicable conditions to lending hereunder, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans 2.03 and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after like funds as received by the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing of LIBOR Loans shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which shall be given by the Borrower to a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. five Business Days prior to the Closing Date (New York time) or such shorter time as may be acceptable to the Administrative Agent). The Loan Notice shall specify (i) one the proposed Closing Date (which shall be a Business Day), in the case of a Borrowing of Base Rate Loans and (ii) three Business Daysthe principal amount of LIBOR Loans to be borrowed, (iii) an irrevocable instruction to the Administrative Agent to transfer, on behalf of the Borrower, to a Dollar-denominated account of each Reference Creditor established with a financial institution in Peru acceptable to the Administrative Agent, as specified in the case of Loan Notice, a Borrowing of Eurodollar Rate Loans, prior to the date portion of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date proceeds of such proposed Borrowing, Borrowing in an amount not to exceed the portion of the Reference Indebtedness payable to such Reference Creditor (B) the aggregate amount of such proposed Borrowingportion identified as “Reference Indebtedness” opposite the name of such Reference Creditor in Schedule 1.01-I), (C) whether any portion on account of prepayment by the Borrower of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans Reference Indebtedness and (Div) for each Eurodollar Rate Loan, the initial Interest Period account or Periods thereof. Loans shall accounts of the Borrower into which the funding of the remaining proceeds of the requested Borrowing should be made as Base Rate Loans unless, subject to Section 2.14 made. (Special Provisions Governing Eurodollar Rate Loans), the Notice b) Following receipt of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate LoansLoan Notice, the Administrative Agent may make a Swing Loan available to shall promptly notify each Lender of the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice its Applicable Percentage of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate)Loans. Each Lender shall, before 11:00 am. (New York time) on shall make the date amount of the proposed Borrowing, make its Loan available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) Office not later than 10:00 a.m. on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, . Upon satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds4.01, the Administrative Agent shall make such all funds so received available to the BorrowerBorrower in like funds as received by the Administrative Agent either by (i) with respect to any portion of the proceeds of the Borrowing used to repay Reference Indebtedness, by wire transfer of such funds, or (ii) with respect to any other portion of the proceeds of the Borrowing, by crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or by wire transfer of such funds, in any case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower in the Loan Notice. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Banco de Crédito del Perú’s prime rate used in determining the Base Rate promptly following the public announcement of such change. (d) There shall be a single Borrowing of the Loans, which shall be made subject to the satisfaction of the conditions set forth under Section 4.1, on the Closing Date. (e) Each Lender at its option may make any Loan by causing any domestic or foreign Lending Office of such Lender to make such Loan; provided, however, that the exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

Borrowings. (ia) Each Revolving Credit Borrowing Borrowing, shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Borrower to Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon three (New York time3) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of the proposed any Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate a principal amount of not less than $1,000,000 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Each Notice of Borrowing shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the Facility to which such Borrowing relates, (iii) the proposed use of proceeds with respect to such Borrowing and (iv) the principal amount of Advances to be borrowed. (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly (and in any event, no later than 11:00 a.m. two (2) Business Days prior to the requested date of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested set forth in such the applicable Notice of Borrowing, ) notify (which may be done electronically) each Lender of the amount of its pro rata share of the applicable interest rate determined pursuant to Section 2.14(a) (Determination Advances. In the case of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed a Borrowing, each Lender shall make the amount of its Advance available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion Office not later than 12:00 P.M. on the Business Day specified in the applicable Notice of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and 3.02 (C) at any time (including and, if such Borrowing is made on the Closing Date and the First Amendment Effective Date, Section 3.01), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) [Reserved]. (d) [Reserved]. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of, and at the time of, such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount; provided that the Administrative Agent shall have no obligation to make any Advance using its own funds. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (f) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 8.05 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 8.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make its Advance or to make its payment under Section 8.05. (g) If any Lender makes available to the Administrative Agent funds for any Advance to be made by such Lender as provided in the provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Advance set forth in Article III are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Advance in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Borrowings. (a) The Revolving Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as LIBOR Market Index Rate Loans at all times. (b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the Business Day of any Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) Each Revolving Credit except for a Borrowing with respect to a Refunded Swingline Loan in accordance with Section 2.2(e), the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be made on notice given by the Borrower to the Administrative Agent not later less than 1:00 p.m. $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (New York time) (i) one Business Dayor, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be aggregate Unutilized Commitments) or, if less, in substantially the form amount of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingUnutilized Commitments, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 1:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each applicable Lender will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . To the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan, Waiversthe Borrower will give the Administrative Agent (and the Swingline Lender, Etc.if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the Closing requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 3.1 2.3(a) and in like funds as received by the Administrative Agent. (Conditions Precedent e) With respect to Initial Loans and Letters of Credit)any outstanding Swingline Loans, (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 10:00 a.m., Charlotte time on the Business Day of the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Closing Date and Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the First Amendment Effective Dateproceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.14(b). (f) If, as a result of any Bankruptcy Event with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Commitment bears to the aggregate Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3.2 (Conditions Precedent or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. It will not (and it will procure that each Restricted Subsidiary will not) have any Indebtedness for Borrowed Money, or issue any guarantees, indemnities or other similar assurances (each being for the purposes of this paragraph a "GUARANTEE"), except (at any time): (i) Each Revolving Credit Borrowing shall be made on notice given amounts due under: (a) this Agreement; (b) the Overdraft Facilities (as long as the amount outstanding does not exceed (Pounds)5,000,000); and (c) the Hedging Contracts; (ii) amounts due under finance leases where the aggregate principal elements of obligations in respect of those leases does not exceed (Pounds)3,500,000 in aggregate; (iii) guarantees of the Borrower's obligations under this Agreement; (iv) amounts borrowed by the Borrower or a Restricted Subsidiary (which is a wholly-owned member of the Borrower's Restricted Group) from a Restricted Subsidiary (which is a wholly-owned member of the Borrower's Restricted Group) or from the Borrower; (v) guarantees by the Borrower or a Restricted Subsidiary (which is a wholly-owned member of the Borrower's Restricted Group) of obligations (which are not prohibited by the terms of the Financing Documents) of a Restricted Subsidiary (which is a wholly-owned member of the Borrower's Restricted Group) or the Borrower; (vi) amounts due in respect of finance provided by suppliers of goods and services in the ordinary course of business and not exceeding (Pounds)1,000,000 in aggregate; (vii) amounts due from the Borrower to the Administrative Agent Parent under the Subordinated Loan Agreement; (viii) amounts due from the Borrower to CT Finance under the Inter- Company Loan Agreement; (ix) guarantees of CT Finance's obligations under the Bonds. This applies to guarantees relating to the first issue of bonds under the Bonds. It does not later than 1:00 p.m. apply to guarantees relating to any issue of further or other bonds; (New York timex) guarantees of amounts not exceeding (iPounds)500,000 in aggregate; (xi) one Business DayIndebtedness for Borrowed Money incurred by, provided by or otherwise made available by the Borrower's Restricted Group in relation to Unrestricted Entities so long as the aggregate amount of Indebtedness for Borrowed Money incurred by, provided by or otherwise made by the Borrower's Restricted Group and outstanding at such time in relation to Unrestricted Entities does not exceed the Unrestricted Entities Investment Limit when aggregated with any other Investment Amounts which have been previously incurred by, provided by or otherwise made available by members of the Borrower's Restricted Group after the Amendment Date in relation to Unrestricted Entities and which (in the case of a Borrowing of Base Rate Loans and Indebtedness for Borrowed Money) are outstanding at such time; and (iixii) three Business Days, other borrowings not exceeding (Pounds)5,000,000 in the case of a Borrowing of Eurodollar Rate Loans, prior aggregate. This paragraph does not apply to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”)Parent, specifying (A) the date of such proposed Borrowingwho may have Indebtedness for Borrowed Money, (B) the aggregate amount of such proposed Borrowingor issue guarantees, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereofit sees fit. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (a) The Loans (other than the Swingline Loans) shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either ABR Loans or LIBOR Loans (each such type of Loan, a "Type"), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type and (ii) the Swingline Loans shall be made on notice given by and maintained as ABR Loans at all times. (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans which shall be made pursuant to SECTION 2.9, mandatory Borrowings of Revolving Credit Loans pursuant to SECTION 2.17(E), Borrowings of Swingline Loans pursuant to SECTION 2.2(F) below, and Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to SECTION 2.2(G) below), the Borrower to will give the Administrative Agent written notice (by telecopier or otherwise), not later than 1:00 p.m. 12:00 noon, Charlotte, North Carolina local time, at least three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and at least one (1) Business Day prior to each Borrowing to be comprised of ABR Loans; provided, however, that requests for the Borrowing of any Revolving Credit Loans to be made on the Amendment Effective Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-1 and shall be appropriately completed to specify (i) one Business Daythe aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing (and, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto), (ii) the purpose and proposed use of the proceeds of the Borrowing, and (iii) the requested date of the Borrowing (the "Borrowing Date"), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate LoansBusiness Day. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each each Borrowing hereunder (x) in the case of Borrowings of Revolving Credit Borrowing Loans comprised of ABR Loans (excluding Borrowings for the purpose of repaying Refunded Swingline Loans, and mandatory Borrowings of Revolving Credit Loans pursuant to SECTION 2.17(E)), shall not be less than $1,000,000 and, if greater, shall be in an aggregate amount integral multiple of $500,000 in excess thereof, (y) in the case of Borrowings of Swingline Loans, shall not be less than $1,000,000 or 250,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof, and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $3,000,000 and, if greater, shall be in an integral multiple of $1,000,000 in excess thereof.thereof (or, in all cases of a Borrowing of Revolving Credit Loans, if less, in the amount of the Total Unutilized Revolving Credit Commitment); (ii) The Administrative Agent if the Borrower shall give have failed to each designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of ABR Loans; (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month; and (iv) LIBOR Loans under the Revolving Credit Lender prompt notice of the Administrative Agent’s Facility may not be outstanding under more than ten (10) separate Interest Periods at any one time. (c) Upon its receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Agent will promptly notify each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing. Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date, each such Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 SECTION 10.4 (Noticesor at such other location as the Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender’s Ratable Portion . To the extent the relevant Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 SECTION 2.2(D) below and in like funds as received by the Agent. Each Lender may, at its option, make and maintain any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make or maintain such LIBOR Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that the Borrower shall not be responsible for costs arising under SECTIONS 2.11, 2.12, 2.13 or otherwise payable hereunder resulting from any such transfer of its Loans to the extent such costs would not otherwise be applicable to such Lender in the absence of such transfer. (Amendmentsd) The Borrower hereby authorizes the Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any of the Authorized Officers, Waiversprovided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (e) Unless the Agent has received, Etc.)) (A) prior to 12:00 noon, Charlotte time, on the Closing relevant Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent such Lender's ratable portion, if any, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such fundsrelevant Borrowing, the Administrative Agent shall make such funds available to the Borrower.may

Borrowings. (a) The Revolving Loans shall, at the option of the ---------- Borrower and subject to the terms and conditions of this Agreement, be either ABR Loans or LIBOR Loans (each, a "Type" of Loan), provided that (i) Each all Loans -------- comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, (ii) notwithstanding any other provision of this Agreement, any Revolving Credit Borrowing Loans made on the Closing Date shall be made on notice given by initially as ABR Loans, and (iii) notwithstanding any other provision of this Agreement, no LIBOR Loans having an interest period of longer than one month may be borrowed at any time prior to the Borrower to earlier of the 60th day after the Closing Date and the date upon which the Administrative Agent determines in its sole discretion, and notifies the Borrower, that the primary syndication of the credit facilities provided for hereunder has been completed (the earlier of such dates, the "Syndication Completion Date"). The Swingline Loans shall be made and maintained as ABR Loans at all times. (b) In order to make a Borrowing of Revolving Loans (other than Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to SECTION 2.2(e), and other than Borrowings involving continuations or conversions of outstanding Revolving Loans, which shall be made pursuant to SECTION 2.11), the Borrower will give the Administrative Agent written notice (or oral notice promptly confirmed in writing) not later than 1:00 p.m. p.m., Charlotte time, three (New York time3) Business Days prior to each such Borrowing to be comprised of LIBOR Loans and one (i1) one Business DayDay prior to each such Borrowing to be comprised of ABR Loans; provided, however, that a request for a Borrowing -------- ------- of any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Revolving Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT A-1 (or, if oral notice is given, shall be promptly followed with a writing in the form of EXHIBIT A-1) and shall specify (x) the aggregate principal amount and initial Type of the Revolving Loans to be made pursuant to such Borrowing, (y) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (z) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Revolving Borrowing, the Notice Administrative Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.herein:

Borrowings. (a) Each of the Term Loan and the Capital Expenditure Loans shall be made upon the delivery by the Borrower of an irrevocable Borrowing Request (or telephonic or email notice promptly confirmed by delivery of an irrevocable Borrowing Request) to the Facility Agent (which shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 1:00 p.m., New York City time, at least four (4) Business Days prior to the requested date of any Capital Expenditure Loan Borrowing or Term Loan Borrowing; provided that if such Loan is to be made as an Alternate Base Rate Loan, such notice shall be so delivered no later than 1:00 p.m., New York City time, at least one (1) Business Day prior to the requested date of any Capital Expenditure Loan Borrowing or Term Loan Borrowing. Each such Borrowing Request shall specify (i) Each Revolving Credit whether the Borrower is requesting a Term Loan Borrowing or a Capital Expenditure Loan Borrowing, (ii) the requested date of such Borrowing (which shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one a Business Day), (iii) in the case of a Capital Expenditure Loan Borrowing of or Term Loan Borrowing, whether the related Capital Expenditure Loan or Term Loan is to be made as an Alternate Base Rate Loans and (ii) three Business Days, in the case of Loan or a Borrowing of Eurodollar LIBO Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed BorrowingLoan, (Biv) if the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will related Loan is to be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar made as a LIBO Rate Loan, the initial Interest Period or applicable to such Borrowing and (v) the aggregate principal amount of Loans to be borrowed (and, subject to the terms and conditions set forth herein, the principal amount to be borrowed from each Lender shall be its ratable share of such aggregate principal amount, based upon the respective Commitments of each of the Lenders at such time). (b) The Term Loan shall be borrowed in a single Borrowing. There shall be no more than seven (7) different Interest Periods thereofat any one time for the outstanding Term Loan. Borrowings of Capital Expenditure Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice in minimum amounts of Borrowing specifies $5,000,000 and increments of $1,000,000; provided that all or a portion thereof there shall be Eurodollar Rate no more than sixty (60) Capital Expenditure Loan Borrowings. There shall be no more than five (5) different Interest Periods at any one time for the outstanding Capital Expenditure Loans. Notwithstanding anything to . (c) In the contrary contained in Section 2.3(a) (Swing Loans), if any Notice case of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed each Borrowing, and each Lender shall make the aggregate amount of the corresponding Loan to be made by it hereunder on the proposed Borrowing shall be reduced accordingly date thereof by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, to the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice account of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in Facility Agent most recently designated by it for such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available purpose by notice to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingLenders. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 and Section 4.03, the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Facility Agent shall make all funds so received available not later than 1:00 p.m., of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)New York City time, and after the Administrative Agent’s receipt by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Facility Agent shall make such funds available to by the Borrower. (d) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. (a) Each of the Capital Expenditure Loan Borrowings, Energy Hedging Loan Borrowings and Liquidity Loan Borrowings shall be made upon the delivery by the Borrower of an irrevocable Borrowing Request (or telephonic or email notice promptly confirmed by delivery of an irrevocable Borrowing Request) to the Facility Agent (which shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 1:00 p.m., New York City time, at least four (4) Business Days prior to the requested date of any Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing; provided that if such Loan is to be made as an Alternate Base Rate Loan, such notice shall be so delivered no later than 1:00 p.m., New York City time, at least one (1) Business Day prior to the requested date of any Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing. Each such Borrowing Request shall specify (i) Each Revolving Credit whether the Borrower is requesting a Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing or Liquidity Loan Borrowing, (ii) the requested date of such Borrowing (which shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one a Business Day), (iii) in the case of a Capital Expenditure Loan Borrowing, Energy Hedging Loan Borrowing of or Liquidity Loan Borrowing, whether the related Capital Expenditure Loan, Energy Hedging Loan or Liquidity Loan is to be made as an Alternate Base Rate Loans and (ii) three Business Days, in the case of Loan or a Borrowing of Eurodollar LIBO Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed BorrowingLoan, (Biv) if the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will related Loan is to be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar made as a LIBO Rate Loan, the initial Interest Period or Periods thereof. applicable to such Borrowing, and (v) the aggregate principal amount of Loans to be borrowed (and, subject to the terms and conditions set forth herein, the principal amount to be borrowed from each Lender shall be its ratable share of such aggregate principal amount, based upon the respective Commitments of each of the Lenders at such time). (b) Borrowings of any Capital Expenditure Loans, Energy Hedging Loans and Liquidity Loans shall be made as Base Rate Loans unlessin minimum amounts of $1,000,000 and increments of $500,000 in excess thereof; provided that with respect to each Facility, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof i) there shall be Eurodollar Rate Loans. Notwithstanding anything to no more than sixty (60) Borrowings, and (ii) there shall be no more than five (5) different Interest Periods at any one time for each such Facility. (c) In the contrary contained in Section 2.3(a) (Swing Loans), if any Notice case of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed each Borrowing, and each Lender shall make the aggregate amount of the corresponding Loan to be made by it hereunder on the proposed Borrowing shall be reduced accordingly date thereof by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, to the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice account of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in Facility Agent most recently designated by it for such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available purpose by notice to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingLenders. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 and Section 4.03, the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Facility Agent shall make all funds so received available not later than 1:00 p.m., of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)New York City time, and after the Administrative Agent’s receipt by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Facility Agent shall make such funds available to by the Borrower. (d) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than (i) 12:00 p.m. at least three (3) Business Days (or, in the case of the initial Credit Extensions on the Closing Date and the Credit Extensions on the Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of LIBOR RateSOFR Loans, and (ii) 12:00 p.m. at least one (1) Business Day in advance of the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower Representative wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Administrative Agent not later than 1:00 p.m. 12:00 p.m., five (New York time5) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of such Borrowing, whereupon Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such ▇▇▇▇▇▇▇. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR RateSOFR Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that LIBOR RateSOFR Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed Borrowingborrowing. Each such notice Borrowing of LIBOR RateSOFR Loans shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. . Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Borrowing (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Creditwhich shall be a Business Day), (Biii) on the First Amendment Effective Dateprincipal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the applicable conditions set forth in Section 3 of the First Amendment Interest Period with respect thereto and (Cvi) at remittance instructions. If the Borrower Representative requests a Borrowing of LIBOR RateSOFR Loans in any time (including such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Closing Date and the First Amendment Effective Date), of Borrower Representative fails to specify between a Base Rate Loan or a LIBOR RateSOFR Loan in the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as LIBOR RateSOFR Loans with an Interest Period of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerone month.

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Company to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower Company in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (a) The Loans shall, at the option of each Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a "Type" of Loan); provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loan may be borrowed at any time prior to the third Business Day after the Restatement Effective Date. (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made on notice given by the pursuant to Section 2.11), each Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m. three Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m. on the same Business Day of such Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given with less advance notice than the times specified hereinabove. Each such notice (New York timeeach, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (i1) one Business Daythe aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Administrative Agent will promptly notify each Tranche 1 Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.thereof (or, if less, in the amount of the aggregate Unutilized Tranche 1 Commitments); (ii) The Administrative Agent if the applicable Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of Loans comprising a Borrowing, such Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the applicable Borrower shall have failed to select the duration of the Administrative Agent’s receipt Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a Notice duration of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested one month. (c) As provided in such Notice of BorrowingSections 2.5(b) and 2.5(c), the applicable interest rate determined pursuant Borrowers shall have the right to Section 2.14(aterminate in whole or permanently reduce ratably in part the unused Commitments of the Lenders. (d) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) Not later than 1:00 p.m. on the date of the proposed Borrowingrequested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.5 (Noticesor such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Tranche 1 Lender’s Ratable Portion . To the extent (i) the Tranche 1 Lenders have made such amounts available to the Administrative Agent as provided hereinabove, and (ii) the conditions precedent in Section 4.2 are satisfied, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the 8470562v6 24740.00061 applicable Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc.)2.3(a) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after like funds as received by the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. The Borrower will not and will not permit any Subsidiary to create, assume or suffer to exist any unsecured or secured Indebtedness of any kind or any reimbursement obligation or other similar liabilities with respect to letters of credit issued for the Borrower’s or any Subsidiary’s account (other than non‑recourse letters of credit or surety bonds issued as credit enhancement); provided, that this Section 8.04 shall not apply to the following (collectively, “Permitted Debt”): (a) any Loans obtained hereunder and Letters of Credit issued hereunder; (b) any (i) Each Revolving secured Indebtedness of the Borrower or of any Subsidiary created in the course of purchasing or developing real estate or financing construction or other improvements thereon or purchasing furniture, fixtures or other equipment to be used in connection therewith or any other related Indebtedness of the Borrower or of any Subsidiary or any refinancings thereof, provided, that neither the Borrower nor any Subsidiary (other than an SPE Subsidiary) shall have any personal liability for such Indebtedness (except for Indebtedness permitted in Section 8.07(e) hereof), the creditors’ recourse being solely to the property being pledged as collateral for such Indebtedness and the income therefrom and (ii) unsecured recourse Indebtedness of an SPE Subsidiary (and only such SPE Subsidiary) created in the course of purchasing or developing real estate or financing construction or other improvements thereon or purchasing furniture, fixtures or other equipment therefor or any other related Indebtedness of such SPE Subsidiary (and only such SPE Subsidiary) or any refinancings thereof; (c) Indebtedness of the Borrower or of any Subsidiary (other than any SPE Subsidiary) under any Hedge Agreement relating to Indebtedness otherwise permitted under this Section 8.04; provided, that, any Indebtedness of the Borrower or of any such Subsidiary under any Hedge Agreement proposed to be entered into or guaranteed by the Borrower, FCCC or any other Subsidiary (other than a SPE Subsidiary), along with (without duplication) all outstanding Indebtedness under Hedge Agreements entered into or guaranteed by the Parent, in each case with a Person that is not a Bank, that results in a Measured Credit Borrowing Risk for all such Hedge Agreements entered into with Persons other than a Bank, in excess of Thirty Three Million Five Hundred Thousand Dollars ($33,500,000), shall require the prior written consent of the Required Banks (such written consent to be made on notice given delivered by each consenting Bank to the Agent not more than three (3) Cleveland Banking Days after the request for such consent has been delivered by the Borrower to the Administrative Agent Agent; provided that each Bank that does not later than 1:00 p.m. deliver such written consent within such three (New York time3) Cleveland Banking Day period shall be deemed to have denied the request for such Hedge Agreement); (d) Indebtedness of any SPE Subsidiary under (i) one Business DayHedge Agreements or (ii) Total Rate of Return Swaps relating to Indebtedness otherwise permitted under this Section 8.04, in all cases under the case foregoing clauses (i) and (ii), that are recourse solely to such SPE Subsidiary; (e) any Intercompany Loans permitted under Section 8.16 hereof; (f) any guarantee or indemnity permitted by Section 8.07 hereof to the extent such guarantee or indemnity constitutes Indebtedness; (g) Indebtedness of FCCC and FCL in favor of non-affiliated third parties, including, without limitation, Total Rate of Return Swaps, up to a Borrowing maximum principal amount outstanding at any time of Base Two Hundred Million Dollars ($200,000,000) in the aggregate, to be used solely for the purposes of (i) originating loans to non-affiliated third parties (subject to the limitations set forth in Section 8.06(e) hereof) and Affiliates of FCCC and/or FCL, (ii) acquiring loans, promissory notes and bonds issued by non-affiliated third parties (subject to the limitations set forth in Section 8.06(e) hereof) and (iii) entering into Total Rate Loans of Return Swaps; (h) Indebtedness of any Subsidiary incurred or assumed to pay the relevant seller the Consideration required in connection with a Multi-Asset Acquisition by such Subsidiary, so long as such Indebtedness was not incurred in contemplation of (if being assumed in connection with) such Multi-Asset Acquisition and (i) along with all other Consideration paid, incurred and/or assumed in connection with such Multi-Asset Acquisition (or series of related Multi-Asset Acquisitions), does not exceed Two Hundred Million Dollars ($200,000,000) in an aggregate principal amount outstanding at any time and (ii) three Business Daysalong with the total Consideration paid, incurred and/or assumed by all Subsidiaries in connection with Multi-Asset Acquisitions, does not exceed Eight Hundred Million Dollars ($800,000,000) in an aggregate principal amount outstanding at any time; (i) [reserved]; (j) Indebtedness of the Borrower not otherwise permitted under this Section 8.04, up to a maximum principal amount outstanding at any time of Five Million Dollars ($5,000,000), which is incurred in the ordinary course of business; provided that all outstanding Indebtedness incurred under Section 9.10(o) of the Guaranty shall be included, without duplication, in calculating whether the case of a Borrowing of Eurodollar Rate Loansdollar limitation contained in this clause (j) has been met; (k) any leases entered into by the Borrower or its Subsidiaries required to be capitalized under Financial Accounting Standards Board Standard No. 13; provided, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C that (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (Bi) the aggregate amount of such proposed Borrowingcapitalized leases outstanding at any time shall not exceed Eighteen Million Dollars ($18,000,000), (Cii) whether the foregoing dollar limitation shall not apply to any portion such capitalized lease, the obligations of which are not recourse to the Parent or the Borrower or any of its Subsidiaries (other than (x) Barclays Event Center, LLC, a Delaware limited liability company, in connection with the Atlantic Yards Arena project located in Brooklyn, New York or (y) any SPE Subsidiary) and (iii) all Indebtedness incurred under Section 9.10(e) of the proposed Borrowing will Guaranty shall be included, without duplication, in calculating whether the dollar limitation contained in this clause (k) has been met; and (l) Indebtedness of Base Rate Loans the Borrower or Eurodollar Rate Loans of any Subsidiary incurred in connection with the acquisition, development or financing of any Renewable Energy Facility, provided, that, (i) any such Indebtedness of the Borrower shall be Nonrecourse Debt and (Dii) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject amount of outstanding Indebtedness incurred pursuant to Section 2.14 this clause (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(al) does not exceed Fifty Million Dollars (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower $50,000,000) in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) outstanding at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowertime.

Borrowings. (a) The Loans shall, at the option of each Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan); provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loan may be borrowed at any time prior to the third Business Day after the Restatement Effective Date. (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made on notice given by the pursuant to Section 2.11), each Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m. three Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 10:00 a.m. on the same Business Day of such Borrowing of Base Rate Loans; provided, however, that requests for the Borrowing of any Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given with less advance notice than the times specified hereinabove. Each such notice (New York timeeach, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (i1) one Business Daythe aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Administrative Agent will promptly notify each Tranche 1 Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.thereof (or, if less, in the amount of the aggregate Unutilized Tranche 1 Commitments); (ii) The Administrative Agent if the applicable Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of Loans comprising a Borrowing, such Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the applicable Borrower shall have failed to select the duration of the Administrative Agent’s receipt Interest Period to be applicable to any Borrowing of LIBOR Loans, then such Borrower shall be deemed to have selected an Interest Period with a Notice duration of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested one month. (c) As provided in such Notice of BorrowingSections 2.5(b) and 2.5(c), the applicable interest rate determined pursuant Borrowers shall have the right to Section 2.14(aterminate in whole or permanently reduce ratably in part the unused Commitments of the Lenders. (d) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) Not later than 1:00 p.m. on the date of the proposed Borrowingrequested Borrowing Date, each Tranche 1 Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.5 (Noticesor such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Tranche 1 Lender’s Ratable Portion . To the extent the Tranche 1 Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the applicable Borrower in accordance with Section 11.1 (Amendments, Waivers, Etc.)2.3(a) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after like funds as received by the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by facsimile or electronic mail (to the date facsimile number or electronic mail address, as the case may be, specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans any change to the facsimile number or Eurodollar Rate Loans electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (ANew York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable Issuer, is genuine and authorized and (ii) shall not be liable to the Issuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing. (e) Following the termination of any Bond Transaction in accordance with Clause 3(a)(i) of the A-R Note/Bond Master TRS Confirmation, so long as (i) the Commitment Termination Date has not occurred, (ii) the conditions to funding set forth out in Section 3 of 3.1 have been satisfied, (iii) the First Amendment and Capital Contribution Amount (Cdefined below) at is less than or equal to the Remaining Unfunded Facility Amount on such day (determined after giving effect to any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Creditincrease thereto resulting from such termination), and after (iv) the Administrative Agent’s receipt of such fundsonly Class A-R Noteholders are the Initial Holders, each Class A-R Noteholder shall, promptly following, but in any event no later than the day falling two Business Days following, the Administrative Agent shall relevant Termination Settlement Date (the “Capital Contribution Date”), make such funds available a capital contribution to the BorrowerIssuer of an amount equal to the relevant Final Price (together, the “Capital Contribution Amount”). Each capital contribution made by a Class A-R Noteholder in accordance with this Section 2.1(e) shall be: (i) deposited by the Issuer into the Principal Collection Subaccount for the benefit of the Secured Parties in accordance with Section 10.2(a) of the Indenture; and (ii) deemed to constitute a “Borrowing” and an “Advance” for the purposes of this Agreement and the Indenture and the “Borrowing Date” for such Borrowing shall be the relevant Capital Contribution Date.

Borrowings. (i) Each request for a Revolving Credit Borrowing or Swing Loan hereunder shall be made on notice given by a Notice of Borrowing from the Borrower to the Administrative Agent Agent, given not later than 1:00 p.m. (New York timeA) (i) one 2:00 P.M. on the Business Day, in Day on which the case of a Borrowing of proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (iiB) during normal business hours on the date that is three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the date of the proposed Borrowingrequested borrowing of Revolving Loans that will be Eurodollar Loans. Each such notice request for borrowing made in a Notice of Borrowing shall be in substantially the form of Exhibit C given by telecopy, setting forth (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A1) the requested date of such proposed Borrowingborrowing, (B2) the aggregate amount of such proposed Borrowingrequested borrowing and whether it is for a Revolving Loan or Swing Loan, (C3) whether any portion of the proposed Borrowing such Revolving Loans will be of Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) whether such Swing Loan will be a Base Rate Loan or LIBOR Index Loan (subject to Section 2.1(a)(ii)), (5) certification by the Borrower that it has complied in all respects with Section 5.3, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder and (D6) the account at which such requested funds should be made available. Each request for each borrowing made in a Notice of Borrowing shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount, if less) and shall be entitled to borrow Base Rate Loans or Eurodollar Rate LoanLoans, or a combination thereof, as the initial Interest Period or Periods thereof. Borrower may request; provided, that no more than six (6) Eurodollar Loans (including Term Loans which are Eurodollar Loans) shall be outstanding hereunder at any one time; and provided, further, that Eurodollar Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or in a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the minimum principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than at least $1,000,000 or an 3,000,000 and integral multiple multiples of $1,000,000 in excess thereof. (ii) . Each Swing Loan shall be in a minimum principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof. Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested (but in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) no event later than 3:00 P.M. on the date of the proposed Agent’s receipt of notice from the Borrower) of each requested borrowing in a Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than 4:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent at its the address referred to in Section 11.8 (Notices, Etc.)of the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made by the Agent in accordance with subsection (d)(ii) below). Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of 5.3 for such fundsborrowing, the Administrative Agent shall will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing. (ii) If the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 or the amounts of Term Loans described in subsection (d)(vi) of this Section 2.1 are not in fact made available to the Agent by a Lender (such Lender being hereinafter referred to as a “Defaulting Lender”) and the Agent has made such amount available to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than five Business Days after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any reasonable costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender’s default. (iii) The failure of any Lender to make the Revolving Loan or Term Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan or Term Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan or Term Loan to be made by such other Lender on the date of any borrowing. (iv) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans and Term Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan or Term Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan or Term Loan. (v) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request. (vi) The full amount of the Term Loans shall be disbursed without further request of the Borrower on the Funding Date as Base Rate Loans (subject, in all events, to the closing conditions contained in Article V). Each Lender shall make the amount of its Term Loan Commitment Percentage of the Term Committed Amount available to the Agent for the account of the Borrower at the address of the Agent set forth on the signature pages hereto, by 1:00 P.M. on the Funding Date and in funds immediately available to the Agent. The Term Loan Commitments of the Lenders shall automatically terminate at the close of business on the Funding Date. Once a portion of the Term Loan is repaid, it cannot be reborrowed. Each Eurodollar Loan or Base Rate Loan that is part of the Term Loans shall be in an aggregate principal amount that is not less than $3,000,000 and integral multiples of $1,000,000 (or the then remaining principal balance of the Term Loans, if less).

Borrowings. (ia) Each Revolving Credit Borrowing shall be made Subject to Section 4.3, GFC (acting on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date behalf of the proposed Borrowing. Each such relevant Initial Borrower) shall give the Facility Agent (who shall promptly notify each Lender thereof) and Ex-Im Bank notice shall be in substantially the form of Exhibit C A hereto of each borrowing by such Borrower hereunder (Form of Notice of Borrowing) (each, a “Notice of Borrowing”"NOTICE OF BORROWING"), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andfrom GFC (on behalf of the relevant Initial Borrower), if Eurodollar the Facility Agent shall determine the Floating Rate Loans are properly (for the initial Interest Period) or the Fixed Rate, as the case may be, as requested in such Notice of Borrowing, to be applicable to the applicable relevant Loan in accordance with the respective definition thereof, 2 <PAGE> [Loan Agreement] provided that, in the case of a determination of the Fixed Rate, if the Facility Agent is unable to agree the rate with GFC (as provided in the definition of Fixed Rate) prior to the Borrowing Date for such Loan then such Loan shall initially bear interest rate determined pursuant at the Floating Rate. (c) Upon determination of the Applicable Rate on or prior to Section 2.14(a) (Determination the relevant Borrowing Date for a Loan, the Facility Agent shall calculate the Basic Rent and Termination Value schedules in respect of Interest Rate)the relevant Aircraft on the basis of such Applicable Rate for such Loan, and shall submit such calculated schedules to GFC and Ex-Im Bank for approval. Each On the relevant Borrowing Date, each Lender shall, before 11:00 am. (New York time) on subject to Section 2.1 and subject further to the date satisfaction of the proposed Borrowingconditions precedent set forth in Section 7(a), make available to the Administrative Facility Agent its Designated Percentage of the amount of the Loan to be made, at its address referred an account to be designated by the Facility Agent with Barclays Bank PLC, New York, New York, or to such other account in Section 11.8 (NoticesNew York, Etc.)New York as the Facility Agent may specify for such purpose, in Dollars and immediately available funds, for account of the relevant Borrower. The aggregate amount so received by the Facility Agent shall, subject to the terms and conditions of this Agreement and the other Operative Documents, be made available to the Initial Borrower of the relevant Loan by depositing the same, in immediately available funds, such Lender’s Ratable Portion in the Designated Account. Without prejudice to the last sentence of such proposed Borrowing. Upon fulfillment Section 2.1, (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)a) (A) on the Closing Date, obligations of the applicable conditions set forth Section 3.1 Lenders hereunder are the several obligations of each Lender and not joint and several obligations, and (Conditions Precedent b) no Lender shall have any liability to Initial Loans and Letters any Borrower, any Guarantor or any Lessee for the failure of Credit), (B) on the First Amendment Effective Date, any other Lender to advance its portion of any Loan hereunder. The Facility Agent shall have no such liability. The rights of the applicable conditions set forth in Section 3 of Lenders hereunder and under the First Amendment and (C) other Operative Documents are several. Any amount at any time (including owing by a Borrower to any party hereto under this Agreement or any other Operative Document shall be a separate and independent debt from the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent amount owing to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerany other party hereto.

Borrowings. (a) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a "Type" of Loan), PROVIDED that (i) Each Revolving all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, (ii) Existing Loans that are LIBOR Loans shall retain their respective Interest Periods determined in accordance with the applicable provisions of the Original Credit Borrowing Agreement, (iii) the Loans made on the Restatement Effective Date shall be made on notice given by initially as Base Rate Loans, and (iv) notwithstanding any other provision of this Agreement, no LIBOR Loans having an Interest Period of longer than one month may be borrowed at any time prior to the Borrower to earlier of the 60th day after the Restatement Effective Date and the date upon which the Administrative Agent determines in its sole discretion, and notifies the Borrower, that the secondary syndication of the credit facility provided for hereunder has been completed (the earlier of such dates, the "Syndication Completion Date"). (b) In order to make a Borrowing (other than Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to SECTION 2.11), the Borrower will give the Administrative Agent written notice not later than 1:00 p.m. 12:00 noon, Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and one (i1) one Business DayDay prior to each Borrowing to be comprised of Base Rate Loans; PROVIDED, HOWEVER, that requests for the Borrowing of Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested date of such Borrowing (the "Borrowing Date"), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Administrative Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.herein:

Borrowings. (a) The Revolving Loans shall, at the option of the Administrative Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made on notice given by and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Administrative Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and the day of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) one Business Daythe aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, Commitments less the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingAggregate Revolving Credit Exposure), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrowers shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrowers shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrowers shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrowers shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 2:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each applicable Lender will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . Subject to Section 2.3(b), to the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrowers in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan, Waiversthe Administrative Borrower will give the Administrative Agent (and the Swingline Lender, Etc.if the Swingline Lender is not also the Administrative Agent) written notice not later than 12:00 noon, Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrowers in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrowers to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefore, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrowers) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrowers as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the First Amendment Effective Date, proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrowers in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower) to the Administrative Agent, which must be given by not later than 11:00 a. m. at least three (3) Business Days in advance of the Borrower requested date of the applicable Borrowing (or such period of fewer than three (3) Business Days as the Administrative Agent shall agree in its sole discretion). Each Loan Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day) and (ii) the principal amount of Loans to be borrowed. For the avoidance of doubt, the Borrowing shall be in a principal amount of the Final Funding Amount. (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 5.03 (and, if such Borrowing is the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Dateinitial Borrowing, Section 5.02), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower. (c) The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of Term SOFR Loans after its receipt of the relevant Loan Notice; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on upon the Borrower Representative’s irrevocable (provided, that any such notice given may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower Representative by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied) notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than 1:00 p.m. (New York time) (i) one 12:00 p.m. at least three (3) Business DayDays (or, in the case of a the initial Credit Extensions on the Closing Date, one (1) Business Day) prior to the requested date of any Borrowing of Base Rate Loans SOFR Loans, and (ii) three 12:00 p.m. at least one (1) Business Days, Day in advance of the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the . Promptly upon receipt by Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed of such proposed BorrowingFunding Notice, and the aggregate amount Administrative Agent shall notify each Lender of the corresponding proposed borrowing. Each Borrowing of SOFR Loans shall be reduced accordingly by the in a principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) remittance instructions. If the Borrower Representative requests a Borrowing of SOFR Loans in any such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Borrower Representative fails to specify between a Base Rate Loan or a SOFR Loan in the applicable Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as SOFR Loans with an Interest Period of one month. (iib) The Following receipt of a Funding Notice, Administrative Agent shall give to promptly notify each Appropriate Lender in writing or by electronic communication of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Loans. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender prompt notice shall make the amount of its Loan available to Administrative Agent in immediately available funds at the Administrative Agent’s receipt Principal Office not later than 2:00 p.m. on the Business Day specified in the applicable Funding Notice. Upon satisfaction or waiver of a Notice of Borrowing with respect to Revolving Credit Borrowings the applicable conditions precedent set forth in Section 3.02 (and, if Eurodollar Rate Loans are properly requested in such Notice of BorrowingBorrowing is the initial Credit Extension, Section 3.01), Administrative Agent shall make all funds so received available to the applicable Borrower(s) either by (i) crediting the account(s) of the Borrower(s) on the books of Administrative Agent with the amount of such funds or (ii) wire transfer of such funds to an account designated by the Borrower Representative in writing, in each case, in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by the Borrower Representative (subject to Section 2.04(c)). (c) Administrative Agent shall promptly notify the Borrower Representative and the Lenders (in writing or by electronic communication) of the interest rate determined pursuant applicable to Section 2.14(aany Interest Period for SOFR Loans upon determination of such interest rate. (d) (Determination The failure of Interest Rate). Each any Lender shallto make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, before 11:00 am. (New York time) if any, hereunder to make its Loan on the date of the proposed such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available the Loan to be made by such other Lender on the date of any Borrowing. (e) Anything in this Section 2.02 to the Administrative Agent at its address referred to in Section 11.8 (Noticescontrary notwithstanding, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Borrower Representative may not select Term SOFR for any Borrowing if the obligation of the applicable conditions set forth Appropriate Lenders to make SOFR Loans shall then be suspended pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit2.17(b) or Section 2.27(a), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing Borrowing, shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Borrower to Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon three (New York time3) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of the proposed any Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate a principal amount of not less than $1,000,000 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Each Notice of Borrowing shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the Facility to which such Borrowing relates, (iii) the proposed use of proceeds with respect to such Borrowing and (iv) the principal amount of Advances to be borrowed. (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly (and in any event, no later than 11:00 a.m. two (2) Business Days prior to the requested date of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested set forth in such the applicable Notice of Borrowing, ) notify (which may be done electronically) each Lender of the amount of its pro rata share of the applicable interest rate determined pursuant to Section 2.14(a) (Determination Advances. In the case of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed a Borrowing, each Lender shall make the amount of its Advance available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion Office not later than 12:00 P.M. on the Business Day specified in the applicable Notice of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and 3.02 (C) at any time (including and, if such Borrowing is made on the Closing Date and the First Amendment Effective Date, Section 3.01), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

Borrowings. (a) The Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loans) shall, at the option of the Administrative Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Administrative Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and the day of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Third Amendment Effective Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) Each Revolving Credit the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be made on notice given by the Borrower to the Administrative Agent not later less than 1:00 p.m. $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (New York time) (i) one Business Dayor, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, Commitments less the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingAggregate Revolving Credit Exposure), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrowers shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrowers shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrowers shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrowers shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 2:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each applicable Lender will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . Subject to Section 2.3(b), to the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrowers in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan, Waiversthe Administrative Borrower will give the Administrative Agent (and the Swingline Lender, Etc.if the Swingline Lender is not also the Administrative Agent) written notice not later than 12:00 noon, Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrowers in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrowers to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrowers) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s pro rata share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrowers as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its pro rata share (based on the First Amendment Effective Date, proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrowers in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s pro rata share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent of such Borrowing, which may be given by the Borrower to telephone. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York, New York time) three (3) Business Days before the requested date of such Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing (other than the Borrowing requested and made on the Effective Date) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify, as applicable, (i) one Business Daythat the Borrower is requesting a Borrowing, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice Borrowing (which shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”Business Day), specifying and (Aiii) the date of such proposed Borrowing, (B) the aggregate principal amount of such proposed Borrowing, Loans to be borrowed. (Cb) whether any portion Following receipt of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate LoansLoan Notice, the Administrative Agent may make a Swing Loan available to shall promptly notify each Lender of the Borrower in an aggregate amount not to exceed such proposed of its Pro Rata Share of the applicable Loans. In the case of each Borrowing, and each Lender shall make (or cause its Applicable Lending Office to make) the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make its Loan available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion of such proposed BorrowingOffice not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds4.02, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowings. (i) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent no later than (i) 12:00 p.m. at least three (3) Business Days (or, in the case of the initial Credit Extensions on the Closing Date and the Credit Extensions on the Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of LIBOR Rate Loans, and (ii) 12:00 p.m. at least one (1) Business Day in advance of the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower Representative wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Administrative Agent not later than 1:00 p.m. 12:00 p.m., five (New York time5) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the requested date of such Borrowing, whereupon Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a LIBOR Rate Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that LIBOR Rate Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be DOC ID - 36220401.1 bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed Borrowingborrowing. Each such notice Borrowing of LIBOR Rate Loans shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. . Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Borrowing (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Creditwhich shall be a Business Day), (Biii) on the First Amendment Effective Dateprincipal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the applicable conditions set forth in Section 3 of the First Amendment Interest Period with respect thereto and (Cvi) at remittance instructions. If the Borrower Representative requests a Borrowing of LIBOR Rate Loans in any time (including such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Closing Date and the First Amendment Effective Date), of Borrower Representative fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as LIBOR Rate Loans with an Interest Period of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerone month.

Borrowings. (a) The Tranche A Term Loans, the Tranche B Term Loans and Revolving Loans (each, together with the Swingline Loans, a “Class” of Loan) shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no LIBOR Loans may be borrowed at any time prior to the third (3rd) Business Day after the Closing Date. The Swingline Loans shall be made and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte, North Carolina time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of the Term Loans and any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount, Class and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Once given, a Notice of Borrowing may not be revoked by the Borrower except upon payment of any amounts required under Section 2.18 to be paid as a consequence of such revocation. Upon its receipt of a Notice of Borrowing, the Administrative Agent not later than 1:00 p.m. (New York time) will promptly notify each applicable Lender of the proposed Borrowing by facsimile transmission. Notwithstanding anything to the contrary contained herein: (i) one Business Daythe aggregate principal amount of the Borrowing of Tranche A Term Loans shall be in the amount of the aggregate Tranche A Term Loan Commitments; (ii) the aggregate principal amount of the Borrowing of Tranche B Term Loans shall be in the amount of the aggregate Tranche B Term Loan Commitments; (iii) the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $500,000 or, if greater, an integral multiple of $100,000 in excess thereof (or, in the case of a Borrowing of Revolving Loans, if less, in the amount of the aggregate Unutilized Revolving Credit Commitments less the aggregate outstanding principal amount of Swingline Loans), and the aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof; (iv) if the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans and Loans; and (iiv) three Business Daysif the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) Not later than 2:00 p.m., Charlotte, North Carolina time, on the requested Borrowing Date (which shall be the Closing Date, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Term Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit applicable Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . To the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan (other than borrowings pursuant to any loan sweep product or other cash management arrangement in effect between the Borrower and the Swingline Lender, Waiverswhich shall be effected as provided thereunder), Etc.the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte, North Carolina time, on the Business Day of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $200,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Once given, a Notice of Swingline Borrowing may not be revoked by the Borrower except upon payment of any amounts required under Section 2.18 to be paid as a consequence of such revocation. Not later than 1:00 p.m., Charlotte, North Carolina time, on the Closing requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 3.1 2.3(a) and in like funds as received by the Administrative Agent. (Conditions Precedent e) With respect to Initial Loans and Letters of Credit)any outstanding Swingline Loans, (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) Swingline Lender may at any time (including whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion (and shall, within seven (7) days after any Borrowing of Swingline Loans causes the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent aggregate outstanding principal amount thereof to Each Loan and Letter of Creditexceed $2,000,000), and after is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent’s receipt Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte, North Carolina time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 2:00 p.m., Charlotte, North Carolina time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent shall will make the aggregate of such funds amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any party hereto.

Borrowings. The Borrower will not and will not permit any Subsidiary to create, assume or suffer to exist any unsecured or secured Indebtedness of any kind or any reimbursement obligation or other similar liabilities with respect to letters of credit issued for the Borrower’s or any Subsidiary’s account (other than non-recourse letters of credit or surety bonds issued as credit enhancement); provided, that this Section 8.04 shall not apply to the following (collectively, “Permitted Debt”): (a) any Loans obtained hereunder and Letters of Credit issued hereunder; (b) any (i) Each Revolving secured Indebtedness of the Borrower or of any Subsidiary created in the course of purchasing or developing real estate or financing construction or other improvements thereon or purchasing furniture, fixtures or other equipment therefor or any other related Indebtedness of the Borrower or of any Subsidiary or any refinancings thereof, provided, that neither the Borrower nor any Subsidiary (other than a Subsidiary (an “SPE”) whose sole assets consist of contiguous parcels of land which are being purchased or developed with such financing, the improvements, if any, thereon, furniture, fixtures and other equipment used in connection therewith, receivables arising from tenants in connection therewith and the proceeds of such receivables and other property directly obtained from the ownership of such assets) shall have any personal liability for such Indebtedness (except for Indebtedness permitted in Section 8.07(e) hereof), the creditors’ recourse being solely to the property being pledged as collateral for such Indebtedness and the income therefrom and (ii) unsecured recourse Indebtedness of an SPE (and only such SPE) created in the course of purchasing or developing real estate or financing construction or other improvements thereon or purchasing furniture, fixtures or other equipment therefor or any other related Indebtedness of such SPE (and only such SPE) or any refinancings thereof; (c) Indebtedness of the Borrower or of any Subsidiary (other than any SPE Subsidiary) under any Hedge Agreement relating to Indebtedness otherwise permitted under this Section 8.04, provided, that, any Hedge Agreement proposed to be entered into or guaranteed by the Borrower, FCCC or any other Subsidiary of the Borrower (other than a SPE Subsidiary), along with all Hedge Agreements entered into or guaranteed by the Parent, in each case with a Person that is not a Bank, that results in a Measured Credit Borrowing Risk for all such Hedge Agreements entered into with Persons other than a Bank, in excess of Thirty Three Million Five Hundred Thousand Dollars ($33,500,000), shall require the prior written consent of the Required Banks (such written consent to be made on notice given delivered by each consenting Bank to the Agent not more than three (3) Cleveland Banking Days after the request for such consent has been delivered by the Borrower to the Administrative Agent Agent, provided, that, each Bank that does not later than 1:00 p.m. deliver such written consent within such three (New York time3) Cleveland Banking Day period shall be deemed to have denied the request for such Hedge Agreement); (d) Indebtedness of any SPE Subsidiary under (i) one Business DayHedge Agreements or (ii) Total Rate of Return Swaps relating to Indebtedness otherwise permitted under this Section 8.04, in all cases under the case foregoing clauses (i) and (ii), that are recourse solely to such SPE Subsidiary; (e) Indebtedness owed by a Subsidiary or the Borrower as permitted by Section 8.06(b) hereof; (f) any guarantee or indemnity permitted by Section 8.07 hereof to the extent such guarantee or indemnity constitutes Indebtedness; (g) Indebtedness of FCCC and FCL in favor of non-affiliated third parties, including, without limitation, Total Rate of Return Swaps, up to a Borrowing maximum principal amount outstanding at any time of Base Two Hundred Million Dollars ($200,000,000) in the aggregate, to be used solely for the purposes of (i) originating loans to non-affiliated third parties (subject to the limitations set forth in Section 8.06(e) hereof) and Affiliates of FCCC and/or FCL, (ii) acquiring loans, promissory notes and bonds issued by non-affiliated third parties (subject to the limitations set forth in Section 8.06(e) hereof) and (iii) entering into Total Rate Loans of Return Swaps; (h) Indebtedness of any Subsidiary of the Borrower incurred to pay the relevant seller the Consideration required in connection with a Multi-Asset Acquisition by such Subsidiary, so long as such Indebtedness (i) along with all other Consideration paid (and/or assumed) in connection with such Multi-Asset Acquisition (or series of related Multi-Asset Acquisitions), does not exceed Two Hundred Million Dollars ($200,000,000) in an aggregate principal amount outstanding at any time and (ii) three Business Daysalong with the total Consideration paid (and/or assumed) by all Subsidiaries in connection with Multi-Asset Acquisitions, does not exceed Eight Hundred Million Dollars ($800,000,000) in an aggregate principal amount outstanding at any time; (i) Indebtedness assumed by a Subsidiary in connection with a Multi-Asset Acquisition, so long as such Indebtedness (i) existed at the time of such Multi-Asset Acquisition, (ii) was not incurred in contemplation of such Multi-Asset Acquisition, (iii) along with all other Consideration paid (and/or assumed) by such Subsidiary in connection with such Multi-Asset Acquisition (or series of Multi-Asset Acquisitions), does not exceed Two Hundred Million Dollars ($200,000,000) in an aggregate principal amount outstanding at any time and (iv) along with the total Consideration paid (and/or assumed) by all Subsidiaries in connection with Multi-Asset Acquisitions, does not exceed Eight Hundred Million Dollars ($800,000,000) in an aggregate principal amount outstanding at any time; (j) Indebtedness of the Borrower, up to a maximum principal amount outstanding at any time of Five Million Dollars ($5,000,000), which is incurred in the ordinary course of business; provided that all Indebtedness incurred under Section 9.10(o) of the Guaranty shall be included, without duplication, in calculating whether the case of a Borrowing of Eurodollar Rate Loans, prior dollar limitation contained in this clause (j) has been met; and (k) leases required to the date of the proposed Borrowingbe capitalized under Financial Accounting Standards Board Standard No. Each such notice shall be 13 in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount for the Borrower and its Subsidiaries of Eighteen Million Dollars ($18,000,000); provided that (i) the foregoing dollar limitation shall not apply to any such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loancapitalized lease, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice obligations of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything which are not recourse to the contrary contained in Section 2.3(aParent or the Borrower or any of its Subsidiaries (other than Barclays Event Center, LLC, a Delaware limited liability company) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available and which relates solely to the Borrower Atlantic Yards Arena project located in an aggregate amount not to exceed such proposed BorrowingBrooklyn, New York and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice all Indebtedness incurred under Section 9.10(e) of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andGuaranty shall be included, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)without duplication, in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment calculating whether the dollar limitation contained in this clause (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etck) has been met.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (a) The Revolving Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans, LIBOR Loans or LIBOR Market Index Loans (each, a “Type” of Loan), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Restatement Effective Date. The Swingline Loans shall be made on notice given by and maintained as LIBOR Market Index Loans at all times. (b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans which shall be made pursuant to Section 2.2(d), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 11:00 a.m. on the requested Borrowing Date for each Borrowing to be comprised of Base Rate Loans or LIBOR Market Index Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (ieach, a “Notice of Borrowing”) one Business Dayshall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Administrative Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing (other than Borrowings of Swingline Loans which shall be in an aggregate amount of made pursuant to Section 2.2(d)) shall not be less than $1,000,000 or or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof.thereof (or, if less, in the amount of the aggregate Unutilized Commitments); (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of LIBOR Market Index Loans; and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 1:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.5 (Noticesor at such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower not later than 3:00 p.m. on the requested Borrowing Date, in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) Borrowings for Swingline Loans will be made pursuant to the Sweep Program as long as the Sweep Program is in effect. However, Waiversupon termination of the Sweep Program, Etc.the Borrower will give the Administrative Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, in order to make a Borrowing of a Swingline Loan. Each such notice (each, a “Notice of Swingline Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 2:00 p.m., Charlotte time, on the Closing requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove (Conditions Precedent to Initial Loans and Letters of Creditif the Administrative Agent is different from the Swingline Lender), the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (Be) on With respect to any outstanding Swingline Loans, the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) Swingline Lender may at any time (including regardless of whether an Event of Default has occurred and is continuing or whether the Closing Date Sweep Program is in effect) in its sole and absolute discretion, and is hereby authorized and empowered by the First Amendment Effective DateBorrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as LIBOR Market Index Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth in Section 3.2 (Conditions Precedent Revolving Loan to Each Loan and Letter of Credit), and after be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent’s receipt of such fundsAgent as provided hereinabove, the Administrative Agent shall will make the aggregate of such funds amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Commitment bears to the aggregate Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.5 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this subsection (f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (e) above and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (f) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement or the Sweep Program by any party hereto or (v) whether the Sweep Program is in effect.

Borrowings. (i) Each Revolving Credit Borrowing The Borrower shall be made on notice given by the Borrower to give the Administrative Agent not later than 1:00 p.m. and each Managing Agent notice of each request for a Borrowing (New York time) (i) one Business Dayincluding a Seasonal Borrowing), pursuant to a Borrowing Request, and in accordance with the provisions of Section 4.2 hereof. On the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, each Issuer may, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowingits sole discretion, make available to the Administrative its Managing Agent at the office of its address referred to Managing Agent set forth in Section 11.8 (Notices, Etc.)13.1, in immediately available funds, such Lender’s Ratable Portion its pro rata share of the Borrowing. On the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, with respect to each requested Seasonal Borrowing, the Seasonal Issuer may, in its sole discretion, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, its pro rata share of the Borrowing. (ii) In the event that an Issuer shall elect not to fund an Advance (including a Seasonal Borrowing) requested by the Borrower, each Group Bank of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (AmendmentsIssuer agrees that it shall, Waivers, Etc.)) (A) on the Closing DateBorrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, an amount equal to the product of (x) such Bank's Bank Commitment Percentage or Seasonal Bank's Bank Commitment Percentage of the applicable conditions set forth Section 3.1 Group Bank Commitment Percentage, multiplied by (Conditions Precedent y) the portion of such Borrowing that such Issuer or Seasonal Issuer has elected not to Initial Loans fund. (iii) After each Managing Agent's receipt of funds pursuant to the preceding paragraph (i) or (ii) and Letters of Credit), (B) on the First Amendment Effective Date, upon fulfillment of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Article IV, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative each Managing Agent shall will make such funds available to the BorrowerBorrower a like amount of immediately available funds. So long as the Borrower is otherwise entitled to make a specific Borrowing, Borrowing Requests that are received by each Managing Agent by 4:00 p.m. (eastern time) on a Business Day will be funded on the next Business Day following receipt of the Borrowing Request. (iv) Notwithstanding the foregoing, a Bank or Seasonal Bank shall not be obligated to make Advances under this Section 2.3 at any time to the extent that the principal amount of all Advances made by such Bank or Seasonal Bank would exceed such Bank's Bank Commitment or Seasonal Bank's Seasonal Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank or Seasonal Bank under a Liquidity Agreement. Each Bank's or Seasonal Bank's obligation shall be several, such that the failure of any Bank or Seasonal Bank to make available to the Borrower any funds in connection with any Borrowing shall not relieve any other Group Bank of its obligation, if any, hereunder to make funds available on the date of such Borrowing, but no Group Bank shall be responsible for the failure of any other Group Bank to make funds available in connection with any Borrowing.

Borrowings. On the terms and conditions hereinafter set forth, the Lender shall make loans (i“Loans”) Each Revolving Credit Borrowing shall to the Borrower secured by Pledged Assets from time to time during the period from the date hereof until the earlier of the Program Termination Date or the Facility MaturitySeventh Amendment Effective Date. Separate Loans will be made on notice given by to finance the Borrower to the Administrative Agent not later than 1:00 p.m. Borrower’s acquisition of (New York timex) Pool A Receivables (i“Pool A Loans”) one Business Day, in the case of a Borrowing of Base Rate Loans and (iiy) three Business Days, in the case of a Borrowing of Eurodollar Rate Pool B Receivables (“Pool B Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereofno Loan shall finance both Pool A Receivables and Pool B Receivables. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding UnderNotwithstanding anything else to the contrary contained set forth in Section 2.3(a) (Swing Loans)this Agreement or in any other Transaction Document, if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loansunder no circumstances shall the Lender make, the Administrative Agent may make a Swing Loan available to or the Borrower in an aggregate amount not to exceed such proposed Borrowingrequest, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by any Loan if (a) the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not Loan is less than (i) with respect to the initial Borrowing only, $1,000,000 or an integral multiple of $1,000,000 in excess thereof. 10,000,000 and (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of any Subsequent Borrowing, the applicable interest rate determined pursuant to Section 2.14(a$500,000, or (b) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available after giving effect to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion Borrowing of such proposed Borrowing. Upon fulfillment Loan, either (i) a Program Termination Event or due waiver in accordance with Section 11.1 an event that but for notice or lapse of time or both would constitute a Program Termination Event has occurred and is continuing or (Amendments, Waivers, Etc.)ii) the aggregate Facility Amount hereunder would exceed the lesser of (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans Borrowing Limit and Letters of Credit), (B) on the First Borrowing Base. Under no circumstances shall the Lender make, or the Borrower request, any Loan secured by Pool A Receivables if after giving effect to the Borrowing of such Loan, either (1) the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, would exceed the Pool A Borrowing Base or (2) a Pool A Termination Event shall exist. Under no circumstances shall the Lender make, or the Borrower request, any Loan secured by any Pool B Receivable if after giving effect to the Borrowing of such Loan, either (1) the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, would exceed the Pool B Borrowing Base or (2) a Pool B Termination Event shall exist with respect to the Underlying Originator related to such Pool B Receivableon or after the Seventh Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Committed Borrowing shall be made upon the Borrower’s irrevocable notice to Agent, which may be given by telephone. Each such notice must be received by Agent not later than 11:00 a.m. on the requested date of such Borrowing. Each telephonic notice given by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of Committed Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Committed Borrowing (which shall be a Business Day) and (ii) the principal amount of Committed Loans to be borrowed (b) Following receipt of a Committed Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans. Each Lender shall make the amount of its Committed Loan available to Agent in immediately available funds at Administrative Agent Agent’s Office not later than 1:00 p.m. (New York time) (i) one on the Business Day, Day specified in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing applicable Committed Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed BorrowingNotice. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of 4.02 (and, if such Borrowing is the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Dateinitial Credit Extension, Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the applicable conditions set forth in Section 3.2 books of Bank of America with the amount of such funds or (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower; provided, however, that if, on the Administrative Agent date the Committed Loan Notice with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall make be applied, to the payment in full of any such funds L/C Borrowings, and second, shall be made available to the BorrowerBorrower as provided above.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by the Borrower Subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one terms and conditions hereof, on any Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Day prior to the date Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the proposed Borrowing. Each such Issuer) may request Borrowings (each a “Borrowing Request”) hereunder. (b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice shall be (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in substantially the form of Exhibit C A hereto (Form of Notice of Borrowing) (each, a “Notice of Borrowing”), specifying of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A) -R Noteholders by facsimile or electronic mail (to the date facsimile number or electronic mail address, as the case may be, specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of such Exhibit A hereto, and shall specify the proposed BorrowingBorrowing Date (which shall be a Business Day), (B) the aggregate amount of such proposed BorrowingBorrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, (C) whether any portion of the proposed Borrowing it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of Base Rate Loans any change to the facsimile number or Eurodollar Rate Loans electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder. (c) So long as (x) the Commitment Termination Date has not occurred and (Dy) for each Eurodollar Rate Loanthe conditions to funding set out in Section 3.1 have been satisfied, the initial Interest Period or Periods thereof. Loans Class A-R Noteholders shall be made as Base Rate Loans unless, subject make Advances to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Issuer on the Borrowing Date specified in the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a(pro rata based on their respective Commitment Percentages) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.as follows: (iii) The Administrative Agent shall give each Class A-R Noteholder obligated to each Revolving Credit Lender prompt notice of make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested Date specified in such the Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make shall have made available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.)Trustee, in immediately available funds, such Lender’s Ratable Portion an amount equal to its Commitment Percentage of the Borrowing in respect of such proposed Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing. Upon fulfillment ; (or due waiver ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance; If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing: (A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 11.1 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (AmendmentsI) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), Waiversthe Trustee shall instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or (B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), Etc.(I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall instruct the Custodian to return such funds to the related Class A-R Noteholder. For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (ANew York City time) on the Closing Borrowing Date, of the applicable conditions set forth Section 3.1 Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (Conditions Precedent to Initial Loans and Letters of Credit), other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder. (d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on the First Amendment Effective Date, behalf of the applicable conditions set forth in Section 3 of the First Amendment Issuer, is genuine and authorized and (Cii) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available not be liable to the BorrowerIssuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

Borrowings. (ia) Each Revolving Credit Borrowing Borrowing, shall be made on upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by the Borrower (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof.33 26203076.▇▇▇▇▇▇▇▇▇▇.8 ​ ​ (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly (and in any event, no later than 11:00 a.m. two (2) Business Days prior to the requested date of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested set forth in such the applicable Notice of Borrowing, ) notify (which may be done electronically) each Lender of the amount of its pro rata share of the applicable interest rate determined pursuant to Section 2.14(a) (Determination Advances. In the case of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed a Borrowing, each Lender shall make the amount of its Advance available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lenderfunds at the Administrative Agent’s Ratable Portion Office not later than 12:00 P.M. on the Business Day specified in the applicable Notice of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, satisfaction of the applicable conditions set forth in Section 3 of the First Amendment and 3.02 (C) at any time (including and, if such Borrowing is made on the Closing Date and the First Amendment Effective Date, Section 3.01), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) [Reserved]. (d) [Reserved]. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of, and at the time of, such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount; provided that the Administrative Agent shall have no obligation to make any Advance using its own funds. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (f) The obligations of the Lenders hereunder to make Advances and to make payments pursuant to Section 8.05 are several and not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing or to make any payment under Section 8.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on 34 26203076.▇▇▇▇▇▇▇▇▇▇.8 ​ ​

Borrowings. (a) The Revolving Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans, LIBOR Loans or LIBOR Market Index Loans (each, a “Type” of Loan), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Restatement Effective Date. The Swingline Loans shall be made on notice given by and maintained as LIBOR Market Index Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 11:00 a.m. on the requested Borrowing Date for each Borrowing to be comprised of Base Rate Loans or LIBOR Market Index Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (ieach, a “Notice of Borrowing”) one Business Dayshall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Administrative Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing (other than Borrowings of Swingline Loans which shall be in an aggregate amount of made pursuant to Section 2.2(d)) shall not be less than $1,000,000 or or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof.thereof (or, if less, in the amount of the aggregate Unutilized Commitments); (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of LIBOR Market Index Loans (other than Borrowings that are Swingline Loans); and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 1:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.4 (Noticesor at such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower not later than 3:00 p.m. on the requested Borrowing Date, in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) Borrowings for Swingline Loans will be made pursuant to the Sweep Program as long as the Sweep Program is in effect. However, Waiversupon termination of the Sweep Program, Etc.the Borrower will give the Administrative Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, in order to make a Borrowing of a Swingline Loan. Each such notice (each, a “Notice of Swingline Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at its office referred to in Section 11.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove (if the Administrative Agent is different from the Swingline Lender), the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (regardless of whether an Event of Default has occurred and is continuing or whether the Sweep Program is in effect) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as LIBOR Market Index Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the First Amendment Effective Date, proportion that its Commitment bears to the aggregate Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this subsection (f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (e) above and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (f) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement or the Sweep Program by any party hereto, (v) whether the Sweep Program is in effect or (vi) the failure of the conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent not no later than 1:00 p.m. (New York time) (i) one 12:00 p.m. at least three (3) Business DayDays (or, in the case of a the initial Credit Extensions on the Closing Date and the Credit Extensions on the NAI-1537241654v2 Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of Base Rate Loans SOFR Loans, and (ii) three 12:00 p.m. at least one (1) Business Days, Day in advance of the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a SOFR Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that SOFR Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed of such proposed BorrowingFunding Notice, and the aggregate amount Administrative Agent shall notify each Lender of the corresponding proposed borrowing. Each Borrowing of SOFR Loans shall be reduced accordingly by the in a principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) remittance instructions. If the Borrower Representative requests a Borrowing of SOFR Loans in any such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Borrower Representative fails to specify between a Base Rate Loan or a SOFR Loan in the applicable Funding Notice, then the applicable Term Loans or Revolving Loans shall be made as SOFR Loans with an Interest Period of one month. (iib) The Following receipt of a Funding Notice, Administrative Agent shall give to promptly notify each Appropriate Lender in writing or by electronic communication of the amount of its Pro Rata Share of the applicable Term Loans or Revolving Loans. In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender prompt notice shall make the amount of its Loan available to Administrative Agent in immediately available funds at the Administrative Agent’s receipt Principal Office not later than 2:00 p.m. on the Business Day specified in the applicable Funding Notice. Upon satisfaction or waiver of a Notice of Borrowing with respect to Revolving Credit Borrowings the applicable conditions precedent set forth in Section 3.02 (and, if Eurodollar Rate Loans are properly requested in such Notice of BorrowingBorrowing is the initial Credit Extension, Section 3.01), Administrative Agent shall make all funds so received available to the applicable Borrower(s) either by (i) crediting the account(s) of the Borrower(s) on the books of Administrative Agent with the amount of such funds or (ii) wire transfer of such funds to an account designated by the Borrower Representative in writing, in each case, in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by the Borrower Representative (subject to Section 2.04(c)). (c) Administrative Agent shall promptly notify the Borrower Representative and the Lenders (in writing or by electronic communication) of the interest rate determined pursuant applicable to Section 2.14(aany Interest Period for SOFR Loans upon determination of such interest rate. (d) (Determination The failure of Interest Rate). Each any Lender shallto make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, before 11:00 am. (New York time) if any, hereunder to make its Loan on the date of the proposed such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make available the Loan to be made by such other Lender on the date of any Borrowing. (e) Anything in this Section 2.02 to the Administrative Agent at its address referred to in Section 11.8 (Noticescontrary notwithstanding, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, Borrower Representative may not select Adjusted Term SOFR for any Borrowing if the obligation of the applicable conditions set forth Appropriate Lenders to make SOFR Loans shall then be suspended pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit2.17(b) or Section 2.27(a), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made Subject to Section 4.3, GFC (acting on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date behalf of the proposed Borrowing. Each such relevant Initial Borrower) shall give the Facility Agent (who shall promptly notify each Lender thereof) and Ex-Im Bank notice shall be in substantially the form of Exhibit C A hereto of each borrowing by such Borrower hereunder (Form of Notice of Borrowing) (each, a “Notice of Borrowing”"NOTICE OF BORROWING"), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (iib) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s Following receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andfrom GFC (on behalf of the relevant Initial Borrower), if Eurodollar the Facility Agent shall determine the Floating Rate Loans are properly (for the initial Interest Period) or the Fixed Rate, as the case may be, as requested in such Notice of Borrowing, to be applicable to the applicable relevant Loan in accordance with the respective definition thereof, [Loan Agreement] provided that, in the case of a determination of the Fixed Rate, if the Facility Agent is unable to agree the rate with GFC (as provided in the definition of Fixed Rate) prior to the Borrowing Date for such Loan then such Loan shall initially bear interest rate determined pursuant at the Floating Rate. (c) Upon determination of the Applicable Rate on or prior to Section 2.14(a) (Determination the relevant Borrowing Date for a Loan, the Facility Agent shall calculate the Basic Rent and Termination Value schedules in respect of Interest Rate)the relevant Aircraft on the basis of such Applicable Rate for such Loan, and shall submit such calculated schedules to GFC and Ex-Im Bank for approval. Each On the relevant Borrowing Date, each Lender shall, before 11:00 am. (New York time) on subject to Section 2.1 and subject further to the date satisfaction of the proposed Borrowingconditions precedent set forth in Section 7(a), make available to the Administrative Facility Agent its Designated Percentage of the amount of the Loan to be made, at its address referred an account to be designated by the Facility Agent with Barclays Bank PLC, New York, New York, or to such other account in Section 11.8 (NoticesNew York, Etc.)New York as the Facility Agent may specify for such purpose, in Dollars and immediately available funds, for account of the relevant Borrower. The aggregate amount so received by the Facility Agent shall, subject to the terms and conditions of this Agreement and the other Operative Documents, be made available to the Initial Borrower of the relevant Loan by depositing the same, in immediately available funds, such Lender’s Ratable Portion in the Designated Account. Without prejudice to the last sentence of such proposed Borrowing. Upon fulfillment Section 2.1, (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)a) (A) on the Closing Date, obligations of the applicable conditions set forth Section 3.1 Lenders hereunder are the several obligations of each Lender and not joint and several obligations, and (Conditions Precedent b) no Lender shall have any liability to Initial Loans and Letters any Borrower, any Guarantor or any Lessee for the failure of Credit), (B) on the First Amendment Effective Date, any other Lender to advance its portion of any Loan hereunder. The Facility Agent shall have no such liability. The rights of the applicable conditions set forth in Section 3 of Lenders hereunder and under the First Amendment and (C) other Operative Documents are several. Any amount at any time (including owing by a Borrower to any party hereto under this Agreement or any other Operative Document shall be a separate and independent debt from the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent amount owing to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerany other party hereto.

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by Subject to Section 4.3, the Borrower to shall (acting solely at the Administrative Agent not later than 1:00 p.m. (New York timedirection of Sublessee) (i) one Business Daygive the Security Trustee, the Guaranteed Lender and Ex-Im Bank notice in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C A hereto of each borrowing hereunder (Form of Notice of Borrowing) (a the “Notice of BorrowingNOTICE OF BORROWING”), specifying (A) . On the date of such proposed Borrowing, (B) specified for the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loanborrowing hereunder, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unlessGuaranteed Lender shall, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice terms and conditions of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, this Agreement and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowingother Operative Documents, make available to the Administrative Agent at its address referred Borrower the amount of the Loan to be made on such date in Section 11.8 (Notices, Etc.)Dollars by depositing the same, in immediately available funds, in an account or accounts with designated by the Borrower in the Notice of Borrowing, provided, that an amount equal to the Supplemental Equipment Amount shall not be disbursed to the Borrower on the Delivery Date but rather shall be deposited in the account of the Security Trustee and be held by the Security Trustee for the account of the Borrower (and deposited in Permitted Investments) until the earlier of (i) receipt by the Security Trustee (copied to the Guaranteed Lender) of a certificate authorizing disbursement issued by Ex-Im Bank in the form attached hereto as Exhibit D (a “CERTIFICATE AUTHORIZING DISBURSEMENT”) to be issued no later than, the earlier of, forty-five (45) days after the Final Disbursement Date and ( ) days prior to the first Loan Payment Date, or (ii) the date on which a prepayment is required under Section 2.4(d) hereof, and on such Lender’s Ratable Portion date the Security Trustee shall, in the case of (i) above, deposit the amount indicated in such proposed Borrowing. Upon fulfillment Certificate Authorizing Disbursement in an account designated by the Borrower (or due waiver at the direction of the Sublessee), apply any remaining Supplemental Equipment Amount in accordance with the provisions of Section 11.1 2.4 hereof and disburse any remaining proceeds of such Permitted Investments in an account designated by the Borrower (Amendments, Waivers, Etc.)) (A) on at the Closing Date, discretion of the applicable conditions set forth Sublessee) or, in the case of (ii) above, apply (with notice to the Guaranteed Lender) the Supplemental Equipment Amount towards the prepayment due on such date in accordance with the provisions of Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of 2.4 hereof by making such funds, the Administrative Agent shall make such funds amount available to the Guaranteed Lender on such date and any proceeds of such Permitted Investments remaining after such prepayment shall be deposited in an account designated by the Borrower.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on notice given by The Borrower agrees that during the Borrower to period from the Administrative Agent not later than 1:00 p.m. date hereof until 5:30 P.M. (New York City time) (i) one Business Dayon September 24, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days1999, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing it will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if not give any Notice of Borrowing requests a for Swingline Loans or Revolving Credit Borrowing Loans in an amount in excess of Base Rate Loans, its actual cash needs in the Administrative Agent may make a Swing Loan ordinary course of business (net of other sources of funds available or expected to be available to it, including previous Borrowings) during the Borrower in an aggregate amount not to exceed such proposed three-day period beginning with the related date of Borrowing, for amounts it actually intends to pay and determined consistent with the aggregate amount Borrowers historical cash management practices (it being agreed that such practices may need to take into account any changes in funds availability made by the Vencor Companies cash management banks as a result of Vencor's current financial condition), as certified in reasonable detail (including a breakdown by category of the corresponding proposed Borrowing shall expenses or other amounts to be reduced accordingly paid during such periods) by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be Borrower's Chief Financial Officer or Treasurer in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in certificate accompanying such Notice of Borrowing, provided that: (i) if the applicable interest rate amount so determined is less than $1,000,000, such Borrowing may be in the amount of $1,000,000; (ii) the Borrower will not make any Borrowing for the purpose of making payment of any rent or other sum payable to any Ventas Company under a Master Lease Agreement except on the date a Vencor Company is actually going to make such payment (as certified by the Borrower's Chief Financial Officer or Treasurer in the certificate accompanying the related Notice of Borrowing), and the requirement to make any such payment shall be disregarded when determining the Borrower's actual cash needs on any day prior to such day; (iii) the maximum amount of Swingline Borrowings and Revolving Credit Borrowings and Aggregate LC Exposure that may be outstanding during the Waiver Period may not exceed $55,000,000 (determined without including the Aggregate LC Exposure on account of Letters of Credit outstanding on the date of Waiver No. 1 (and any extensions or concurrent replacements thereof that do not increase the amount thereof)); and (iv) during any Freeze Period, the Borrower will not give any Notice of Borrowing or request the issuance of any Additional Letter of Credit other than for purposes of extending or concurrently replacing, without any increase in the amount thereof, any Letter of Credit that was outstanding on the date of Waiver No. 1 (or any previous extension or concurrent replacement thereof), and during any Freeze Period neither the Revolving Credit Lenders nor the Swingline Bank nor any LC Issuing Bank shall have any obligation to fund any Borrowing or issue any Additional Letter of Credit (other than as so qualified) (whether or not the related Notice of Borrowing or notice of issuance was given before or during such Freeze Period), provided that the foregoing does not affect the rights of -------- the Swingline Bank and the obligations of the Revolving Credit Lenders under Section 2.08(i) of the Credit Agreement. (b) The Borrower further agrees that: (i) all Borrowings made pursuant to this Section 2.14(a4 shall be made and remain outstanding solely as Base Rate Borrowings; (ii) any Notice of Borrowing for a Borrowing of Revolving Credit Loans during the Waiver Period shall be given not later than Noon (Determination Eastern time) on the date of Interest Rate). Each Lender shall, before 11:00 am. such Borrowing and any Notice of Swingline Borrowing during the Wavier Period shall be given not later than 1:00 P.M. (New York Eastern time) on the date of the proposed related Swingline Borrowing, make available to ; (iii) during the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans Waiver Period and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time thereafter when any Default has occurred and is continuing, the Applicable Margin, LC Fee Rate and Commitment Fee Rate shall always be determined as if Level IX were applicable, regardless of the actual Leverage Ratio; (including iv) during the Closing Date Waiver Period and at any time thereafter when any Default has occurred and is continuing, interest on all Base Rate Loans shall be payable on the First Amendment Effective Date22nd day of each month rather than quarterly and letter of credit fees payable pursuant to Section 2.07(h) of the Credit Agreement and commitment fees payable pursuant to Section 2.09 of the Credit Agreement shall be payable on the 22nd day of each month instead of quarterly (and on each other date specified in the applicable section); and (v) during the Waiver Period and at any time thereafter when any Default has occurred and is continuing, the Borrower may not elect any Interest Period for a Fixed Rate Loan pursuant to Section 2.06 other than one month or 30 days, as the case may be. (c) The provisions of Section 4(a) (and for purposes thereof, of any defined term used therein) may not be amended, waived, supplemented or modified in any respect without the applicable conditions set forth written consent of Lenders having outstanding Revolving Credit Exposures and/or outstanding Facility A Loans in Section 3.2 an aggregate amount (Conditions Precedent excluding accrued interest) equal to Each Loan at least 75% of the sum of (x) the aggregate amount of the Revolving Credit Exposures at such time and Letter (y) the aggregate outstanding principal amount of Credit), and after the Administrative Agent’s receipt of Facility A Loans at such funds, the Administrative Agent shall make such funds available to the Borrowertime.

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by Subject to Section 4.3, the Borrower to shall (acting solely at the Administrative Agent not later than 1:00 p.m. (New York timedirection of Sublessee) (i) one Business Daygive the Security Trustee, the Guaranteed Lender and Ex-Im Bank notice in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C A hereto of each borrowing hereunder (Form of Notice of Borrowing) (a “Notice of Borrowing”the "NOTICE OF BORROWING"), specifying (A) . On the date of such proposed Borrowing, (B) specified for the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loanborrowing hereunder, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unlessGuaranteed Lender shall, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice terms and conditions of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, this Agreement and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowingother Operative Documents, make available to the Administrative Agent at its address referred Borrower the amount of the Loan to be made on such date in Section 11.8 (Notices, Etc.)Dollars by depositing the same, in immediately available funds, in an account or accounts with ______________designated by the Borrower in the Notice of Borrowing, provided, that an amount equal to the Supplemental Equipment Amount shall not be disbursed to the Borrower on the Delivery Date but rather shall be deposited in the account of the Security Trustee and be held by the Security Trustee for the account of the Borrower (and deposited in Permitted Investments) until the earlier of (i) receipt by the Security Trustee (copied to the Guaranteed Lender) of a certificate authorizing disbursement issued by Ex-Im Bank in the form attached hereto as Exhibit D (a "CERTIFICATE AUTHORIZING DISBURSEMENT") to be issued no later than, the earlier of, forty-five (45) days after the Final Disbursement Date and _____ (_____) days prior to the first Loan Payment Date, or (ii) the date on which a prepayment is required under Section 2.4(d) hereof, and on such Lender’s Ratable Portion date the Security Trustee shall, in the case of (i) above, deposit the amount indicated in such proposed Borrowing. Upon fulfillment Certificate Authorizing Disbursement in an account designated by the Borrower (or due waiver at the direction of the Sublessee), apply any remaining Supplemental Equipment Amount in accordance with the provisions of Section 11.1 2.4 hereof and disburse any remaining proceeds of such Permitted Investments in an account designated by the Borrower (Amendments, Waivers, Etc.)) (A) on at the Closing Date, discretion of the applicable conditions set forth Sublessee) or, in the case of (ii) above, apply (with notice to the Guaranteed Lender) the Supplemental Equipment Amount towards the prepayment due on such date in accordance with the provisions of Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of 2.4 hereof by making such funds, the Administrative Agent shall make such funds amount available to the Guaranteed Lender on such date and any proceeds of such Permitted Investments remaining after such prepayment shall be deposited in an account designated by the Borrower.

Borrowings. (i) Each Revolving Credit Borrowing request for borrowings hereunder shall be made on notice given by a Notice of Borrowing and Payment from the Borrower to the Administrative Agent Agent, given not later than 1:00 p.m. (New York timeA) (i) one 2:00 P.M. on the Business Day, in Day on which the case of a Borrowing of proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (iiB) during normal business hours on the date that is three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the date of the proposed Borrowingrequested borrowing of Revolving Loans that will be Eurodollar Loans. Each such notice request for borrowing made in a Notice of Borrowing and Payment shall be in substantially the form of Exhibit C given by telecopy, setting forth (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A1) the requested date of such proposed Borrowingborrowing, (B2) the aggregate amount of such proposed Borrowingrequested borrowing and whether it is for a Revolving Loan or Swing Loan, (C3) whether any portion such Revolving Loans will be Base Rate Loans or the Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) whether such Swing Loans will be Base Rate Loans or LIBOR Index Loans, (5) certification by the Borrower that it has complied in all respects with Section 5.2, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder (including, without limitation, availability under the Borrowing Base) and (6) the account at which such requested funds should be made available. Each request for borrowing made in a Notice of Borrowing and Payment shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the proposed Borrowing will Revolving Credit Committed Amount, if less) and shall be of entitled to borrow Base Rate Loans or Eurodollar Rate Loans and Loans, or a combination thereof, as the Borrower may request; provided, that no more than eight (D) for each 8) Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate outstanding hereunder at any one time; and provided, further, that Eurodollar Loans unless, subject shall be in a minimum principal amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof. Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof. Each Swing Loan shall be in a minimum principal amount of at least $1,000,000 and integral multiples of $1,000,000 in excess thereof. Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof. The Agent shall give to Section 2.14 each Lender prompt notice (Special Provisions Governing Eurodollar Rate Loans), but in no event later than 3:00 P.M. on the date of the Agent's receipt of notice from the Borrower) of each requested borrowing in a Notice of Borrowing specifies and Payment by telecopy, telex or cable (other than any Notice of Borrowing and Payment which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than 4:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing and Payment, each Lender will make available to the Agent at the address of the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made by the Agent in accordance with subsection (d)(ii) below). Unless the Agent shall have been notified by any Lender prior to the date of borrowing that all or such Lender does not intend to make available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 5.2 for such borrowing, the Agent will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing and Payment. (ii) If the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 are not in fact made available to the Agent by a portion thereof Lender (such Lender being hereinafter referred to as a "Defaulting Lender") and the Agent has made such amount available to the Borrower, the Agent shall be Eurodollar entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than five Business Days after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate Loansor (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any reasonable costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender's default. (iii) The failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any borrowing. (iv) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan. (v) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request. (vi) Notwithstanding anything to the contrary contained elsewhere herein, and whether or not a Default or Event of Default exists at the time, unless otherwise objected to by the Required Lenders in Section 2.3(a) (Swing writing, the Agent may in its reasonable discretion require all Lenders to honor requests or deemed requests by the Borrower for Revolving Loans at a time that an Overadvance exists or which would result in an Overadvance and each Lender shall be obligated to continue to make its pro rata share of Revolving Loans), if any Notice of Borrowing requests up to a maximum amount outstanding equal to its Revolving Credit Borrowing of Base Rate LoansCommitment, so long as such Overadvance is not known by the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed $10,000,000 and so long as such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall Overadvance is not outstanding for more than ten (10) Business Days. No new Overadvance may be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) made at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerduring which an existing Overadvance is outstanding.

Borrowings. (a) The Revolving Loans (together with the Swingline Loans, each a "Class" of Loan) shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a "Type" of Loan), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Closing Date unless otherwise agreed by the Lenders. The Swingline Loans shall be made on notice given by and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to SECTION 2.2(D), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to SECTION 2.2(E), and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to SECTION 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and one (i1) one Business DayDay prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Closing Date may, at the discretion of the Agent, be given later than the times specified hereinabove. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice the aggregate principal amount of each Borrowing requests a Revolving Credit Borrowing comprised of Base Rate LoansLoans shall not be less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, if less, in the Administrative Agent may make a Swing Loan available to amount of the Borrower in an aggregate amount not to exceed such proposed BorrowingUnutilized Commitments), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrower shall give have failed to each designate the Type of Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 1:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 SECTION 11.5 (Noticesor at such other location as the Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender’s Ratable Portion . To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 SECTION 2.3(A) and in like funds as received by the Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan, Waiversthe Borrower will give the Agent and the Swingline Lender written notice not later than 11:00 a.m., Etc.)) (A) Charlotte time, on the Closing proposed Borrowing Date of such Borrowing. Each such notice (each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-2 and shall specify the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $250,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)). Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Agent at its office referred to in SECTION 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Agent as provided hereinabove, the Agent will make such amount available to the Borrower in accordance with SECTION 2.3(A) and in like funds as received by the Agent. (Conditions Precedent e) With respect to Initial Loans and Letters of Credit)any outstanding Swingline Loans, (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Agent (if the Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans unless otherwise agreed by the Lenders) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the "Refunded Swingline Loans") outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Agent at its office referred to in SECTION 11.5 (or at such other location as the Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Closing Date and Swingline Lender's ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the First Amendment Effective Date), proceeds of the applicable conditions set forth in Section 3.2 Revolving Loans made as provided above (Conditions Precedent including a Revolving Loan deemed to Each Loan and Letter of Credithave been made by the Swingline Lender), and after the Administrative Agent’s receipt of such funds, the Administrative Agent Refunded Swingline Loans deemed to be so repaid shall make such funds available to the Borrower.no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of

Borrowings. (i) Each Revolving Credit Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 4.21 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a4.10(e) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (a) The Revolving Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans, LIBOR Loans or LIBOR Market Index Loans (each, a “Type” of Loan), provided that (i) Each Revolving Credit all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type, and (ii) no Borrowing of LIBOR Loans may be made at any time prior to the third (3rd) Business Day after the Restatement Effective Date. The Swingline Loans shall be made on notice given by and maintained as LIBOR Market Index Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower to will give the Administrative Agent written notice not later than 1:00 p.m. 11:00 a.m., Charlotte time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and not later than 11:00 a.m. on the requested Borrowing Date for each Borrowing to be comprised of Base Rate Loans or LIBOR Market Index Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Restatement Effective Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove. Each such notice (ieach, a “Notice of Borrowing”) one Business Dayshall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (3) the requested date of such Borrowing (the “Borrowing Date”), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans)a Business Day. Upon its receipt of a Notice of Borrowing, the Notice Administrative Agent will promptly notify each Lender of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loansthe proposed Borrowing. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing (other than Borrowings of Swingline Loans which shall be in an aggregate amount of made pursuant to Section 2.2(d)) shall not be less than $1,000,000 or or, if greater, an integral multiple of $1,000,000 500,000 in excess thereof.thereof (or, if less, in the amount of the aggregate Unutilized Commitments); (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of LIBOR Market Index Loans (other than Borrowings that are Swingline Loans); and (iii) if the Borrower shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 1:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each Lender will make available to the Administrative Agent at its address office referred to in Section 11.8 11.4 (Noticesor at such other location as the Administrative Agent may designate) an amount, Etc.), in Dollars and in immediately available funds, equal to the amount of the Loan to be made by such Lender’s Ratable Portion . To the extent (i) the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, and (ii) the conditions precedent in Section 4.2 are satisfied, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower not later than 3:00 p.m. on the requested Borrowing Date, in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) Borrowings for Swingline Loans will be made pursuant to the Sweep Program as long as the Sweep Program is in effect. However, Waiversupon termination of the Sweep Program, Etc.the Borrower will give the Administrative Agent and the Swingline Lender written notice not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, in order to make a Borrowing of a Swingline Loan. Each such notice (each, a “Notice of Swingline Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at its office referred to in Section 11.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove (if the Administrative Agent is different from the Swingline Lender), the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (regardless of whether an Event of Default has occurred and is continuing or whether the Sweep Program is in effect) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is different from the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, on the requested Borrowing Date, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as LIBOR Market Index Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to subsection (e) above in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty, and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the First Amendment Effective Date, proportion that its Commitment bears to the aggregate Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at its office referred to in Section 11.4 (or at such other location as the Administrative Agent may designate) an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this subsection (f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to subsection (e) above and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to subsection (f) above shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement or the Sweep Program by any party hereto, (v) whether the Sweep Program is in effect or (vi) the failure of the conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. (ia) Each Term Borrowing and each Revolving Credit Borrowing shall be made on notice given by upon the Borrower Representative’s irrevocable notice to Administrative Agent, on behalf of the applicable Borrower. Each such notice from the Borrower Representative shall be in the form of a fully executed Funding Notice delivered to Administrative Agent not no later than 1:00 p.m. (New York time) (i) one 12:00 p.m. at least three (3) Business DayDays (or, in the case of a the initial Credit Extensions on the Closing Date and the Credit Extensions on the Delayed Draw Funding Date, one (1) Business Day) prior to the requested date of any Borrowing of Base Rate Loans SOFR Loans, and (ii) three 12:00 p.m. at least one (1) Business Days, Day in advance of the case of a Borrowing of Eurodollar Rate Loans, prior to the requested date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans. Except as otherwise provided herein, a Funding Notice for a Term Loan that is a SOFR Loan shall, unless Borrower Representative is notified pursuant to Section 2.17 or Section 2.27 that SOFR Loans are not available, be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith. Promptly upon receipt by Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed of such proposed BorrowingFunding Notice, and the aggregate amount Administrative Agent shall notify each Lender of the corresponding proposed borrowing. Each Borrowing of SOFR Loans shall be reduced accordingly by the in a principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. . Except as provided in Section 2.03(c) and Section 2.04(b), each Borrowing of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Funding Notice (whether telephonic or written) shall specify (i) whether the Borrower(s) are requesting a Term Borrowing or a Revolving Credit Borrowing, (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 Borrowing (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Creditwhich shall be a Business Day), (Biii) on the First Amendment Effective Dateprincipal amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the applicable conditions set forth in Section 3 of the First Amendment Interest Period with respect thereto and (Cvi) at remittance instructions. If the Borrower Representative requests a Borrowing of SOFR Loans in any time (including such Funding Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the Closing Date and the First Amendment Effective Date), of Borrower Representative fails to specify between a Base Rate Loan or a SOFR Loan in the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter Funding Notice, then the applicable NAI-1537228099v31537241654v2 Term Loans or Revolving Loans shall be made as SOFR Loans with an Interest Period of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerone month.

Borrowings. (a) Whenever the Borrower desires to make a Borrowing hereunder (other than continuations or conversions of outstanding Loans pursuant to SECTION 2.9 or any Borrowing pursuant to SECTION 2.18), the Borrower will give the Agent written notice (by telecopier or otherwise), prior to 11:00 a.m., Charlotte time, at least three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and at least one (1) Business Day prior to each Borrowing to be comprised of Base Rate Loans. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-1 and shall be appropriately completed to specify (i) Each Revolving Credit Borrowing shall the aggregate principal amount and Type of the Loans to be made on notice given by the Borrower pursuant to the Administrative Agent not later than 1:00 p.m. such Borrowing (New York time) (i) one Business Dayand, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate LIBOR Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto) and (ii) the requested date of the Borrowing (the "Borrowing Date"), which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate LoansBusiness Day. Notwithstanding anything to the contrary contained herein: (i) the aggregate principal amount of each Borrowing hereunder (y) in Section 2.3(a) (Swing Loans), if any Notice the case of Borrowing requests a Revolving Credit Borrowing Borrowings comprised of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount shall not to exceed such proposed Borrowingbe less than $2,000,000 and, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing if greater, shall be in an aggregate amount integral multiple of $500,000 in excess thereof and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be less than $1,000,000 or 3,000,000 and, if greater, shall be in an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrower shall give have failed to each Revolving Credit Lender prompt notice designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to have requested a Borrowing comprised of Base Rate Loans; (iii) if the Borrower shall have failed to select the duration of the Administrative Agent’s Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month; and (iv) LIBOR Loans under the Facility may not be outstanding under more than seven (7) separate Interest Periods at any one time. (b) Upon its receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Agent will promptly notify each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, of such Lender's Pro Rata Share thereof and of the other matters specified in the Notice of Borrowing. Each such Lender will make the amount of its Pro Rata Share of such Borrowing available to the Administrative Agent at its address office referred to in Section 11.8 (NoticesSECTION 10.4, Etc.)for the account of the Borrower, in Dollars and in immediately available funds, prior to 2:00 p.m., Charlotte time, on the Borrowing Date. To the extent the relevant Lenders have made such Lender’s Ratable Portion amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrower in accordance with Section 11.1 subsection (AmendmentsC) below and in like funds as received by the Agent, Waiversas soon as practicable prior to 3:30 p.m., Etc.)) (A) Charlotte time, on the Closing Borrowing Date. (c) The Borrower hereby authorizes the Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any of the Authorized Officers, provided that the Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. (d) Unless the Agent has received, prior to 12:00 noon, Charlotte time, on any Borrowing Date, written notice from a Lender that such Lender will not make available to the Agent its Pro Rata Share of the applicable conditions set forth Section 3.1 (Conditions Precedent relevant Borrowing, the Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to Initial Loans and Letters of Credit), the Agent on such Borrowing Date in accordance with subsection (B) on the First Amendment Effective Dateabove, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Agent may, in reliance upon such assumption, make a corresponding amount available to the Borrower on such Borrowing Date), of . If and to the applicable conditions set forth in Section 3.2 (Conditions Precedent extent that such Lender shall not have made such Pro Rata Share available to Each Loan and Letter of Credit)the Agent, and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make have made such funds corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) if recovered from such Lender, at the Federal Funds Rate, and (ii) if recovered from the Borrower, at the rate of interest applicable to Loans comprising such Borrowing, as determined under SECTION 2.6. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make any Loan required to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Loan on the respective Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender as part of any Borrowing. (f) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not increase or otherwise adversely affect the obligation of the Borrower to compensate or otherwise make additional payments to such Lender or to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement. (g) Any borrowings outstanding under the Original Agreement shall not be continued as Loans under this Agreement and shall be repaid, together with all interest and fees accrued thereon, on or prior to the Closing Date.

Borrowings. (ia) Each Revolving Credit Borrowing shall be made on upon the Borrower’s irrevocable notice given (in the form of a written Loan Notice, appropriately completed and signed by a Responsible Financial Officer of the Borrower Borrower) to the Administrative Agent Agent, which must be given not later than 1:00 p.m. (New York time) 9:00 a.m. (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, in the case of the Term A Borrowing and (ii) on the date at least fifteen (15) Business Days in advance of the requested date of the applicable conditions set forth Section 3.1 Term B Borrowing or the Term C Borrowing, as the case may be (Conditions Precedent or such shorter period as may be agreed to Initial Loans by the Administrative Agent and Letters the Required Lenders, each in their sole discretion). Each Loan Notice shall specify (A) the requested date of Creditthe Borrowing (which shall be a Business Day), (B) the principal amount of Loans to be borrowed and (C) the wiring instructions of the Borrower. The Term A Borrowing shall be in a principal amount of $60,000,000. (b) Following receipt of a Loan Notice for a Term Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Term Facility of the applicable Loans. Each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the First Amendment Effective Business Day specified in the applicable Loan Notice (or, in the case of any Borrowing on the Closing Date, directly to the account of the Borrower designated by it (or an account of another Person designated by the Borrower) in a separate funds flow or funding direction letter provided to such Lender). Upon satisfaction of the applicable conditions set forth in Section 3 5.02 (and, if such Borrowing is the initial Borrowing, Section 5.01) and receipt of all requested funds from the First Amendment and Lenders (Cother than any funds that have been wired by any Lender directly to the Borrower’s account (or an account of another Person designated by the Borrower) at any time (including on the Closing Date and pursuant to written instructions from the First Amendment Effective DateBorrower), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such all funds (other than any funds that have been wired by any Lender directly to the Borrower’s account (or an account of another Person designated by the Borrower) on the Closing Date pursuant to written instructions from the Borrower) so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds (other than any funds that have been wired by any Lender directly to the Borrower’s account (or an account of another Person designated by the Borrower) on the Closing Date pursuant to written instructions from the Borrower) in accordance with instructions on the Loan Notice provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

Borrowings. Subject to the conditions set forth below and provided that no Limited Amortization Amount is outstanding, on any Business Day prior to the termination of the Commitments, amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”). Notice of any Borrowing shall be given by the Issuer to the Trustee before 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing, and the Trustee shall give notice of any such Borrowing (including a copy of the related Borrowing Notice) to the related Agents before 2:00 p.m., New York City time, on the day it receives such notice from the Issuer. Borrowings shall be pro rata according to the unused Commitments. It shall be a condition to Borrowing under any Note that (i) Each Revolving Credit each applicable condition to such Borrowing specified in the related Note Purchase Agreement is satisfied on the date of such Borrowing (a “Borrowing Date”), (ii) the Issuer shall be made on notice given by have delivered to the Borrower to Trustee and the Administrative Agent not later than 1:00 p.m. (New York timeA) an updated Schedule of Receivables, (iB) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be an Officer’s Certificate in substantially the form of Exhibit C (Form of Notice of Borrowing) D hereto (a “Notice Borrowing Base Confirmation”) certifying the calculation of Borrowing”)the Borrowing Bases as of the latest practicable date, specifying but in no event earlier than the Business Day prior to the Borrowing Date, such calculation to be in the form set forth in the form of Servicer’s Certificate attached to the Sale and Servicing Agreement and (AC) an Officer’s Certificate to the date of such proposed Borrowingeffect that the conditions precedent set forth herein and in the related Note Purchase Agreement shall have been satisfied, and (Biii) in no event may the aggregate amount of such proposed Borrowing, (C) whether any portion of Borrowings outstanding under the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to Notes exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Commitments (as such Commitments may be increased or reduced from time to time pursuant to the related Note Purchase Agreement(s)); provided, further, that Borrowing Dates shall occur no more frequently than twice every calendar week. The proceeds of each Borrowing shall be reduced accordingly by applied as the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereofIssuer may direct. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

Borrowings. (ia) Each Revolving Credit Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (b) Subject to Section 3.03, each Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be comprised entirely of Base Rate Loans or Eurodollar Rate Loans and Term Benchmark Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Credit Agreement. (Dc) for At the commencement of each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if for any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Term Benchmark Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in excess thereofan aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five Term Benchmark Borrowings outstanding. (d) Notwithstanding any other provision of this Credit Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (e) To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request (i) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., three Business Days before the Funding Date or (b) in the case of a Base Rate Borrowing, not later than 11:00 a.m., one Business Day before the Funding Date. Each such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) the aggregate amount of the requested Borrowing; (ii) The Administrative Agent the date of such Borrowing, which shall give be a Business Day; (iii) whether such Borrowing is to each Revolving Credit Lender prompt notice be a Base Rate Borrowing or a Term Benchmark Borrowing; (iv) in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the Administrative Agentterm “Interest Period”; and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.03. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver Request in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such fundsthis Section, the Administrative Agent shall make advise each Lender of the details thereof and of the amount of such funds available ▇▇▇▇▇▇’s Loan to be made as part of the Borrowerrequested Borrowing.

Borrowings. (i) Each Revolving Credit Borrowing The Borrower shall be made on notice given by the Borrower to give the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Dayand the Collateral Agent notice of each request for a Borrowing, in the case of pursuant to a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingReport, and in accordance with the aggregate amount provisions of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing LoanSection 4.2 hereof. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give promptly forward a copy of such Borrowing Report to each Revolving Credit Lender prompt notice Managing Agent and each Managing Agent shall promptly forward to its Group Banks. On the Borrowing Date specified in the Borrowing Report and subject to all other terms and conditions of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings andthis Agreement, if Eurodollar Rate Loans are properly requested each Issuer may, in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) its discretion (Determination of Interest Rateexcept that ▇▇▇▇▇▇ shall). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative its Managing Agent at the office of its address referred to Managing Agent set forth in Section 11.8 (Notices, Etc.)14.1, in immediately available funds, its pro rata share of the Borrowing. (ii) To the extent that an Issuer (other than ▇▇▇▇▇▇) shall elect not to fund a Borrowing requested by the Borrower, each related Group Bank agrees that it shall, on the Borrowing Date specified in the Borrowing Report and subject to all other terms and conditions of this Agreement, make available to its Managing Agent at the office of the Managing Agent set forth in Section 14.1, in immediately available funds, an amount equal to the product of (x) such LenderBank’s Ratable Portion Bank Commitment Percentage, multiplied by (y) the portion of such proposed Borrowing. Upon Borrowing that such Issuer or Issuers have elected not to fund. (iii) After each Managing Agent’s receipt of funds pursuant to the preceding paragraph (i) or (ii) and upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date)Article IV, of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative each Managing Agent shall will make such funds available to the Administrative Agent by crediting the Administrative Agent’s Account and the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s operating account with a like amount of immediately available funds. So long as the Borrower is otherwise entitled to make a specific Borrowing, Borrowing Reports that are received by the Administrative Agent and Collateral Agent by 3:30 p.m. (eastern time) and forwarded to each Managing Agent and its Group Banks by 4:30 p.m. (eastern time) on a Business Day will be funded on the next Business Day following receipt of the Borrowing Report. (iv) Notwithstanding the foregoing, a Bank shall not be obligated to make Advances under this Section 2.3 at any time to the extent that the principal amount of all Advances made by such Bank would exceed such Bank’s Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank under a Liquidity Agreement. In addition, notwithstanding the foregoing, ▇▇▇▇▇▇ shall not be obligated to make Advances under this Section 2.3(a)(iv) at any time to the extent that the principal amount of all Advances made by ▇▇▇▇▇▇ would exceed ▇▇▇▇▇▇’▇ Issuer Facility Amount less the outstanding and unpaid principal amount of any loans or purchases made by the related Group Banks under the related Liquidity Agreement. Each Bank’s obligation shall be several, such that the failure of any Bank to make available to the Borrower any funds in connection with any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any Borrowing. No Bank that is a member of one Group shall be obligated to make funds available in respect of another Group of which it is not a member.

Borrowings. (i) Each Revolving Credit Borrowing request for borrowings hereunder shall be made on notice given by a Notice of Borrowing from the Borrower to the Administrative Agent Agent, given not later than 1:00 p.m. (New York timeA) (i) one 2:00 P.M. on the Business Day, in Day on which the case of a Borrowing of proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (iiB) during normal business hours on the date that is three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, Days prior to the date of the proposed Borrowingrequested borrowing of Revolving Loans that will be Eurodollar Loans. Each such notice request for borrowing made in a Notice of Borrowing shall be in substantially the form of Exhibit C given by telecopy, setting forth (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A1) the requested date of such proposed Borrowingborrowing, (B2) the aggregate amount of such proposed Borrowingrequested borrowing and whether it is for a Revolving Loan or Swing Loan, (C3) whether any portion of the proposed Borrowing such Revolving Loans will be of Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the applicable Interest Period, (4) whether such Swing Loan will be a Base Rate Loan or LIBOR Index Loan (subject to Section 2.1(a)(ii)), (5) certification by the Borrower that it has complied in all respects with Section 5.3, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder and (D6) the account at which such requested funds should be made available. Each request for each borrowing made in a Notice of Borrowing shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $3,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount, if less) and shall be entitled to borrow Base Rate Loans or Eurodollar Rate LoanLoans, or a combination thereof, as the initial Interest Period or Periods thereof. Borrower may request; provided, that no more than six (6) Eurodollar Loans shall be made as Base Rate outstanding hereunder at any one time; and provided, further, that Eurodollar Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the minimum principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than at least $1,000,000 or an 3,000,000 and integral multiple multiples of $1,000,000 in excess thereof. (ii) . Each Swing Loan shall be in a minimum principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof. Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof. The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested (but in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) no event later than 3:00 P.M. on the date of the proposed Agent's receipt of notice from the Borrower) of each requested borrowing in a Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than 4:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Administrative Agent at its the address referred to in Section 11.8 (Notices, Etc.)of the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made by the Agent in accordance with subsection (d)(ii) below). Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of 5.3 for such fundsborrowing, the Administrative Agent shall will make such funds available to the Borrower at the account specified by the Borrower in such Notice of Borrowing. (ii) If the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 are not in fact made available to the Agent by a Lender (such Lender being hereinafter referred to as a "Defaulting Lender") and the Agent has made such amount available to the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than five Business Days after such demand) pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 4.1, plus (B) in each case, an amount equal to any reasonable costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (B) above on account of such Defaulting Lender's default. (iii) The failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any borrowing. (iv) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Article IV, on outstanding Revolving Loans which it has funded to the Agent from the date such Lender funded such Revolving Loan to, but excluding, the date on which such Lender is repaid with respect to such Revolving Loan. (v) A request for a borrowing may not be made by telephone, unless no other means are available at the time of such request.

Borrowings. (a) The Revolving Loans shall, at the option of the Administrative Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan), provided that all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. The Swingline Loans shall be made and maintained as Base Rate Loans at all times. (b) In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(d), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(e), (y) Borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.5, and (z) Borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Administrative Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to be comprised of LIBOR Loans and the day of each Borrowing to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing of any Revolving Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein: (i) Each Revolving Credit the aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be made on notice given by the Borrower to the Administrative Agent not later less than 1:00 p.m. $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (New York time) (i) one Business Dayor, in the case of a Borrowing of Base Rate Loans and (ii) three Business DaysRevolving Loans, if less, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date amount of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, Commitments less the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed BorrowingAggregate Revolving Credit Exposure), and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit each Borrowing comprised of LIBOR Loans shall not be in an aggregate amount of not less than $1,000,000 or 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof.; (ii) The Administrative Agent if the Borrowers shall give have failed to each Revolving Credit Lender prompt notice designate the Type of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the Borrowers shall be deemed to have requested a Borrowing comprised of Base Rate Loans; and (iii) if the Borrowers shall have failed to select the duration of the Interest Period to be applicable interest rate determined pursuant to Section 2.14(aany Borrowing of LIBOR Loans, then the Borrowers shall be deemed to have selected an Interest Period with a duration of one month. (c) (Determination of Interest Rate). Each Lender shallNot later than 2:00 p.m., before 11:00 am. (New York Charlotte time) , on the date of the proposed Borrowingrequested Borrowing Date, each applicable Lender will make available to the Administrative Agent at its address referred to the Payment Office an amount, in Section 11.8 (Notices, Etc.), Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender’s Ratable Portion . Subject to Section 2.3(b), to the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such proposed Borrowing. Upon fulfillment (or due waiver amounts available to the Borrowers in accordance with Section 11.1 2.3(a) and in like funds as received by the Administrative Agent. (Amendmentsd) In order to make a Borrowing of a Swingline Loan, Waiversthe Administrative Borrower will give the Administrative Agent (and the Swingline Lender, Etc.if the Swingline Lender is not also the Administrative Agent) written notice not later than 12:00 noon, Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (Aii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrowers in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (e) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrowers to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Revolving Credit Lender (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, one (1) Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrowers) requesting the Revolving Credit Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the Closing amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the applicable conditions set forth Section 3.1 Revolving Loan to be made by such Lender. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (Conditions Precedent including the Swingline Lender’s ratable share thereof, in its capacity as a Revolving Credit Lender) shall be deemed to Initial be repaid with the proceeds of the Revolving Loans and Letters of Creditmade as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (Bor deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrowers from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Revolving Credit Lenders in the manner contemplated by Section 2.15(b). (f) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrowers as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Revolving Credit Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the First Amendment Effective Date, proportion that its Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments at such time) of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Lender, each Revolving Credit Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Revolving Credit Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Credit Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the Borrowers in respect of a Swingline Loan, the Swingline Lender will pay to each Revolving Credit Lender that has acquired a participation therein such Lender’s ratable share of such payment. (g) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Revolving Credit Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(e) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(f) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(b), or (iv) the failure of any conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent 4.2 or elsewhere herein to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrowerbe satisfied.

Borrowings. (i) Each Revolving Credit The obligation of any Lender to make its initial Loan on the occasion of the initial Borrowing shall be made on notice given by the Borrower is subject to the Administrative Agent not later than 1:00 p.m. (New York time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior to the date satisfaction of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) The Administrative Agent shall give to each Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 3.1 and the following conditions (provided, however, that in the event the Lender makes its initial Loan, such conditions will be deemed to be satisfied or waived, as applicable): (a) The initial Term Loan shall be in an amount no less than $250,000,000. (b) The Agents shall have received evidence satisfactory to the Administrative Agent and the Lenders that (w) the grant of security pursuant to the Granting Clause herein of all of the First Amendment Borrower’s right, title and (C) at any time (including interest in and to the Collateral pledged to the Collateral Agent on the Closing Date shall be effective in all relevant jurisdictions, (x) delivery of such Collateral in accordance with Section 8.7 to the Custodian or the Document Custodian, as applicable, shall have been effected, (y) the Borrower (or the Services Provider on behalf of the Borrower) will deliver copies of all Related Contracts for such Collateral in its possession to the Document Custodian in accordance with Sections 5.26 and 14.1(b) and (z) all other actions, recordings and filings that the First Amendment Effective Administrative Agent may deem necessary or desirable in order to perfect the Liens created by the Granting Clause have been taken. (c) The Agents shall have received a certificate of an Authorized Officer of the Services Provider (which certificate shall include a schedule listing the Collateral Loans owned by the Borrower on the Initial Borrowing Date), to the effect that, (1) in the case of each item of Collateral pledged to the Collateral Agent, on the Initial Borrowing Date and immediately prior to the delivery thereof on or prior to the Initial Borrowing Date, (A)(w) the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens and those which have been released on or prior to the Initial Borrowing Date; (x) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (w) above; (y) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to this Agreement; and (z) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (B) upon the Grant by the Borrower of a security interest in the Collateral pursuant to the Granting Clause and upon the delivery of Collateral that is required to be delivered to the Collateral Agent hereunder, the filing of all UCC-1 financing statements as are necessary to perfect the interests of the applicable conditions set forth Secured Parties in Section 3.2 the Collateral and the execution of the Account Control Agreement, the Collateral Agent shall have a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by this Agreement and (Conditions Precedent 2) immediately before and after giving effect to Each the Borrowings, the Overcollateralization Ratio Test shall be satisfied (as demonstrated in a writing attached to the certificate of the Services Provider). (d) The Agents shall have received a certificate of an Authorized Officer of the Borrower certifying that: (i) the Closing Date Portfolio Condition is satisfied; (ii) immediately after giving effect to the Borrowings to be made on the Initial Borrowing Date (on a pro forma basis) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the Total Revolving Commitment and the aggregate outstanding principal amount of the Term Loans shall not exceed the Total Term Commitment, in each case, as in effect on the Initial Borrowing Date; (iii) immediately before and after such Borrowing, no Default shall have occurred and be continuing both before and after giving effect to the making of such Loans; (iv) the representations and warranties of the Borrower contained in this Agreement and each of the other Loan Documents shall be true and Letter correct in all material respects on and as of Credit)the Initial Borrowing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) both before and after giving effect to the making of such Loans; (v) no law or regulation shall have been adopted, no order, judgment or decree of any Governmental Authority shall have been issued, and after no litigation shall be pending or, to the actual knowledge of a Senior Authorized Officer of the Borrower, threatened, which does or, with respect to any threatened litigation, seeks to enjoin, prohibit or restrain the making or repayment of the Loans or the consummation of the transactions among the Borrower, the Services Provider, the Lenders and the Agents contemplated by this Agreement; and (vi) each of the Loan Documents is in full force and effect and is the binding and enforceable obligation of the Borrower and the Services Provider, in each case, to the extent such Person is a party thereto (except for those provisions of any Loan Document not material, individually or in the aggregate with other affected provisions, to the interests of any of the Lenders). (e) The Administrative Agent’s receipt Agent and the Lenders shall have received a fully completed and executed Final Funds Flow/Disbursements Authorization letter, including all schedules and exhibits attached thereto, directing the disbursement of the initial Borrowing hereunder, together with payments of fees and expenses and all other payments required to be made on the Closing Date. (f) The Agents shall have received such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; provided that sufficient notice of such funds, the Administrative Agent shall make such funds available request has been given to the BorrowerBorrower (though nothing herein shall impose an obligation on any Agent to make any such request).

Borrowings. (i) Each In order to make a Borrowing under the Revolving Credit Borrowing Facility (other than Borrowings involving continuations or conversions of outstanding Revolving Credit Loans, which shall be made on requested pursuant to Section 2.15), the Borrower will give the Administrative Agent written notice given by the Borrower delivery of a Notice of Borrowing, which shall be sent by telecopy (confirmed promptly, and in any event within five (5) Business Days, by the delivery to the Administrative Agent of a Notice of Borrowing manually signed by the Borrower), not later than 1:00 p.m. 11:00 a.m., Philadelphia time, three (New York time3) Business Days prior to each Borrowing to be comprised of LIBOR Rate Loans and one (i1) one Business DayDay prior to each Borrowing to be comprised of Base Rate Loans; provided, however, that a request for a Borrowing to be made on the Closing Date may, at the discretion of the Administrative Agent, be given later than the times specified hereinabove, but any Revolving Credit Loans made on the Closing Date shall be made initially as Base Rate Loans. Each Notice of Borrowing shall be irrevocable, and shall specify (a) the aggregate principal amount and initial Type of the Revolving Credit Loans to be made pursuant to such Borrowing, (b) in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurodollar LIBOR Rate Loans, prior to the date of the proposed Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing, (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans and (D) for each Eurodollar Rate Loan, the initial Interest Period or Periods thereof. Loans to be applicable thereto, and (c) the requested Borrowing Date, which shall be made as Base Rate Loans unless, subject to Section 2.14 (Special Provisions Governing Eurodollar Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate LoansBusiness Day. Notwithstanding anything to the contrary contained in Section 2.3(aherein: (i) (Swing Loans), if any Notice the aggregate principal amount of each Borrowing requests a Revolving Credit Borrowing comprised of Base Rate Loans, the Administrative Agent may make a Swing Loan available to the Borrower in an aggregate amount Loans shall not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount of not less than $1,000,000 or 50,000 or, if greater, an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the aggregate unutilized Revolving Credit Commitments), and the aggregate principal amount of each Borrowing comprised of LIBOR Rate Loans shall not be less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof.; (ii) The Administrative Agent if the Borrower shall give have failed to each designate the Type of Revolving Credit Lender prompt notice of the Administrative Agent’s receipt of Loans comprising a Notice of Borrowing with respect to Revolving Credit Borrowings and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant Borrower shall be deemed to Section 2.14(ahave requested a Borrowing comprised of Base Rate Loans; and (iii) (Determination of Interest Rate). Each Lender shall, before 11:00 am. (New York time) on if the date Borrower shall have failed to select the duration of the proposed BorrowingInterest Period to be applicable to any Borrowing of LIBOR Rate Loans, make available then the Borrower shall be deemed to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etchave selected an Interest Period with a duration of one month.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.)) (A) on the Closing Date, of the applicable conditions set forth Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), (B) on the First Amendment Effective Date, of the applicable conditions set forth in Section 3 of the First Amendment and (C) at any time (including the Closing Date and the First Amendment Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.