Common use of Pursuant to Section 2 Clause in Contracts

Pursuant to Section 2. 15 of the Master Indenture, the Issuer may direct the Indenture Trustee to issue one or more Series of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after _______, 200_; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

Pursuant to Section 2. 15 02(a) of the Master IndentureFunding Agreement, the Issuer may direct Borrower hereby irrevocably notifies the Indenture Trustee Lenders and the Administrative Agent of its election to issue one or more Series permanently reduce the Maximum Facility Amount to [$ ], effective as of Notes[ ], [ ] (which is a Business Day). [[This reduction is the [first/second] reduction [for the current calendar year] permitted by Section 2.02(a) of the Funding Agreement.]] After such reduction, the Maximum Facility Amount will not be less than the Outstanding Principal Amount. Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Exhibit 2.02(b) to Funding Agreement FORM OF COMMITMENT TERMINATION NOTICE [Insert Date] General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of November 6, 2002 Ladies and Gentlemen: This notice is given pursuant to Section 2.02(b) of that certain Receivables Funding Agreement dated as of November 6, 2002 (the "Funding Agreement"), by and among Superior Essex Funding LLC (the "Borrower"), Superior Telecommunications Inc. (the "Servicer"), the financial institutions party thereto as lenders (the "Lenders") and General Electric Capital Corporation, as a Lender and as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Funding Agreement. Pursuant to this Series 200_-_ SupplementSection 2.02(b) of the Funding Agreement, the Issuer Borrower hereby irrevocably notifies the Lenders and the Administrative Agent of its election to terminate the Maximum Facility Amount effective as of [ ], [ ]1. In connection therewith, the Borrower shall create reduce Outstanding Principal Amount to zero on or prior to such date and make all other payments required by Section 2.03(h) and pay any other fees that are due and payable pursuant to the Series 200_-_ Notes Fee Letter at the time and specify their principal termsin the manner specified therein. Each party agrees Very truly yours, SUPERIOR ESSEX FUNDING LLC By: Name: Title: Which day shall be a Business Day at least 20 days after the date this notice is given FORM OF BORROWING REQUEST [Insert Date] General Electric Capital Corporation, as follows for the benefit Administrative Agent 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Vice President—Portfolio/Underwriting Re: Receivables Funding Agreement dated as of the other party November 6, 2002 Ladies and for the equal and ratable benefit Gentlemen: This notice is given pursuant to Section 2.03(a) of the Holders that certain Receivables Funding Agreement dated as of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes November 6, 2002 (the "Class A-1 NotesFunding Agreement"), Class A-2 [ %] [Floating Rate] Asset Backed Notes by and among Superior Essex Funding LLC (the "Class A-2 NotesBorrower"), Class A-3 [ %] [Floating Rate] Asset Backed Notes Superior Telecommunications Inc. (the "Class A-3 NotesServicer"), the financial institutions party thereto as lenders (the "Lender") and Class A-4 [ %] [Floating Rate] Asset Backed Notes General Electric Capital Corporation, as a lender and as administrative agent for the Lenders (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notesin such capacity, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after _______, 200_; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "CollateralAdministrative Agent"). The foregoing Grant is made Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedFunding Agreement.

Pursuant to Section 2. 15 02(a) of the Master IndentureCredit Agreement, please make the Issuer may direct the Indenture Trustee to issue one or more Series Loans described below. [Domestic][LIBOR] Business Day of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit proposed borrowing: Amount of the other party and for the equal and ratable benefit Loan requested: $ Aggregate amount of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes Loans outstanding (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants after giving effect to the Indenture Trustee at the Closing Date, Loan requested hereby): $ Maximum Loans per attached Borrowing Base Report: $ [Interest Period:] [Instructions for Wire to Third Party/Paying Agent:] EXHIBIT B – FORM OF NOTICE OF BORROWING Attached hereto is a Borrowing Base Report dated as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to . The undersigned hereby certifies that: (a) on the Receivables date of this notice and all moneys received thereon on immediately after giving effect to the borrowing of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and after _______will not exceed the least of the Borrowing Base, 200_; the Aggregate Commitment Amount and the Maximum Amount, (b) the security interests representations and warranties of the Borrower in Article IV of the Financed Vehicles granted by Obligors pursuant Credit Agreement are true and correct in all material respects as of the date hereof and will be true and correct in all material respects immediately after giving effect to the Receivables and any other interest borrowing of the Issuer Loan(s) as set forth herein, in each case except to the extent such Financed Vehicles; representations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) any proceeds with respect no Default or Event of Default has occurred and is continuing or will occur immediately after giving effect to the Receivables borrowing, as set forth herein. NEXPOINT CAPITAL, INC. By: Name: Title: EXHIBIT B – FORM OF NOTICE OF BORROWING EXHIBIT C FORM OF NOTICE OF CONVERSION DATE: TO: STATE STREET BANK AND TRUST COMPANY, as Agent ATTN: Xxxxx X. Xxxxxxxx Assistant Vice President - CSU Manager Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxx-xxxxxxx-xxx@xxxxxxxxxxx.xxx and FROM: [ ] Reference is hereby made to that certain Credit Agreement, dated as of January 6, 2015 (such agreement, as amended and in effect from claims time to time, the “Credit Agreement”), among NEXPOINT CAPITAL, INC., a Delaware corporation, the lending institutions referred to therein as Banks, and State Street Bank and Trust Company, as Agent. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. Pursuant to Section 2.02(b) of the Credit Agreement, please convert or continue the following Loan as set forth below Existing Loan New Loan Type Amount Continue As/Convert to Amount Date* Interest Period LIBOR $ LIBOR $ Base Rate $ Base Rate $ N/A If LIBOR, last day of current Interest Period is: The undersigned hereby certifies that: (a) on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect the date of this notice and immediately after giving effect to the Receivables conversion or continuation of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and will not exceed the least of the Aggregate Commitment Amounts, the Borrowing Base and the Maximum Amount, and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Loan Documents or will occur under the Credit Agreement or any of the other Loan Documents immediately after giving effect to the conversion or continuation of the Loan(s) as set forth herein. EXHIBIT C – FORM OF NOTICE OF CONVERSION NEXPOINT CAPITAL, INC. By: Name: Title: * Must be a Domestic Business Day or a LIBOR Business Day, as applicable. EXHIBIT C – FORM OF NOTICE OF CONVERSION EXHIBIT D FORM OF BORROWING BASE REPORT Date To each of the Banks referred to below c/o State Street Bank and Trust Company, as Agent 000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of January 6, 2015 (as amended and in effect from recourse time to Dealers thereon with respect time, the “Credit Agreement”), by and among NEXPOINT CAPITAL, INC., a Delaware corporation (the “Borrower”), the lending institutions referred to which therein as Banks (collectively, the Servicer has “Banks”), and State Street Bank and Trust Company, as agent for the Banks. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Borrowing Base Report is delivered to you [as part of a Notice of Borrowing] [pursuant to Section 5.01(c) of the Credit Agreement]. The undersigned hereby certifies to you that (a) Annex 1 is a true and accurate calculation of the Borrowing Base as at the end of [INSERT DATE], determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf the requirements of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial DepositCredit Agreement, and in all investments (b) Annex 2 is a true and proceeds thereof (including all income thereon); (g) accurate list of assets owned by the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all Borrower as of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingdate hereof which, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights pursuant to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf Section 2.3 of the Holders of the Series __-__ NotesSecurity Agreement, acknowledges such Grantdo not constitute Collateral. NEXPOINT CAPITAL, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees INC. By: Name: Title: EXHIBIT D – FORM OF BORROWING BASE REPORT Annex 1 to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.Borrowing Base Report As of:

Pursuant to Section 2. 15 6.1 of the Master IndentureCredit Agreement, we hereby request a Revolving Credit Loan as follows: Principal Amount $_______________ Proposed Drawdown Date ________________ Loan Type ________________ Interest Period (if a Eurodollar Rate Loan) ________________ We understand that this request is irrevocable and binding on us and obligates us to accept the Issuer may direct requested Revolving Credit Loan on such date. We hereby certify (a) that we will use the Indenture Trustee to issue one proceeds of the requested Revolving Credit Loan in accordance with the provisions of the Credit Agreement, (b) that each of the representations and warranties contained in the Credit Agreement or more Series of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit any of the other party and for Loan Documents delivered pursuant to or in connection with the equal and ratable benefit Credit Agreement was true as of the Holders date as of which they were made and each of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes (representations and warranties contained in the "Class A-1 Notes")Credit Agreement are true at and as of the date hereof, Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notessame effect as if made at and as of the date hereof except, the Class A-2 Notes and Class A-3 Notesin each case, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants (i) to the Indenture Trustee at extent of changes resulting from transactions contemplated or permitted by the Closing DateCredit Agreement and the other Loan Documents, as Indenture Trustee for (ii) to the benefit extent of changes that singly or in the Holders aggregate have not or are not reasonably expected to have a Material Adverse Effect, and (iii) to the extent that such representations and warranties relate expressly to an earlier date, and (c) that no Default or Event of the Series 200__-Default has occurred and is continuing. Very truly yours, COACH, INC. By:_________________________________ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after Name: Title: EXHIBIT C FORM OF COMPLIANCE CERTIFICATE _______, 200_; _ Fleet National Bank, as Administrative Agent 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx-Xxxxxxx, Director Ladies and Gentlemen: Reference is hereby made to that certain Revolving Credit Agreement, dated as of February 27, 2001 (b) the security interests as amended and in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit effect from time to time in time, the Deposit Account"Credit Agreement"), including by and among COACH, INC. (the Reserve Account Initial Deposit"Borrower"), FLEET NATIONAL BANK and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments other lending institutions listed on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing SCHEDULE 1 thereto (collectively, the "CollateralLenders"), and FLEET NATIONAL BANK as administrative agent, for the Lenders (in such capacity, the "Administrative Agent"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided Capitalized terms which are used herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of not otherwise defined shall have the Holders of same meanings assigned to such terms in the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedCredit Agreement.

Pursuant to Section 2. 15 10 of the Master IndentureCredit Agreement, the Issuer may direct Borrower hereby requests that the Indenture Trustee to issue one or more Series Lenders and the Agent extend the current Revolving Credit Termination Date of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after ___________, 200199_; _ by a one-year period to ________________, 199__. The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof (a) no Default or Event of Default has occurred and is continuing, and (b) the security interests representations and warranties of the Borrower contained in the Financed Vehicles granted Credit Agreement and the other Loan Documents are true and correct in all material respects, except to the extent such representations or warranties specifically relate to an earlier date or such representations or warranties become untrue by Obligors reason of events or conditions otherwise permitted under the Credit Agreement or the other Loan Documents. By: Regency Realty Corporation, its sole general partner By: Name: Title: EXHIBIT O FORM OF GUARANTY THIS GUARANTY dated as of February 26, 1999 executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the Receivables execution and any other interest delivery of an Accession Agreement in the form of Annex I hereto (all of the Issuer in undersigned, together with such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured other Persons each a Receivable "Guarantor" and that shall have been acquired by or on behalf of the Sellercollectively, the Servicer"Guarantors") in favor of (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacixx xx Agent (the "Agent") for the Lenders under that certain Amended and Restated Credit Agreement dated as of February 26, 1999, among Regency Centers, L.P. (the "Borrower"), Regency Realty Corporation (the "Parent"), the Company financial institutions party thereto and their assignees under Section 12.8 thereof (the "Lenders"), the Agent, and the Syndication Agent, Documentation Agent and Managing Agents named therein (as the same may be amended, restated, supplemented or the Issuer; (f) all funds on deposit otherwise modified from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyaccordance with its terms, the "CollateralCredit Agreement"). The foregoing Grant is made in trust to secure ) and (b) the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement Lenders and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedSwingline Lender.

Pursuant to Section 2. 15 6.1 of the Master IndentureCredit Agreement, we hereby request a Revolving Credit Loan as follows: Principal Amount $ Proposed Drawdown Date Loan Type Interest Period (if a Eurodollar Rate Loan) We understand that this request is irrevocable and binding on us and obligates us to accept the requested Revolving Credit Loan on such date. We hereby certify (a) that we will use the proceeds of the requested Revolving Credit Loan in accordance with the provisions of the Credit Agreement, (b) that each of the representations and warranties contained in the Credit Agreement or any of the other Loan Documents delivered pursuant to or in connection with the Credit Agreement was true as of the date as of which they were made and each of the representations and warranties contained in the Credit Agreement are true at and as of the date hereof, with the same effect as if made at and as of the date hereof except, in each case, (i) to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents, (ii) to the extent of changes that singly or in the aggregate have not or are not reasonably expected to have a Material Adverse Effect, and (iii) to the extent that such representations and warranties relate expressly to an earlier date, and (c) that no Default or Event of Default has occurred and is continuing. Very truly yours, COACH, INC. By: Name: Title: EXHIBIT C FORM OF COMPLIANCE CERTIFICATE _______, 200_ Bank of America, N.A., as Administrative Agent 300 Xxxxxxx Xxxxxx Mail Code: NY1-503-04-03 Nxx Xxxx, XX 00000 Attention: Sxxxxx Xxxxxxxx Ladies and Gentlemen: Reference is hereby made to that certain Revolving Credit Agreement, dated as of July 26, 2007 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the Issuer may direct "Credit Agreement"), by and among COACH, INC. (the Indenture Trustee “Borrower”), BANK OF AMERICA, N.A., and the other lending institutions listed on Schedule 1 thereto (collectively, the "Lenders"), and BANK OF AMERICA, N.A., as administrative agent, for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms which are used herein and not otherwise defined shall have the same meanings assigned to issue one or more Series of Notessuch terms in the Credit Agreement. Pursuant to this Series 200_-_ SupplementSection 8.3 (c) of the Credit Agreement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit undersigned [Chief Financial Officer/ Treasurer] of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer Borrower hereby Grants certifies to the Indenture Trustee at the Closing Date, you as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to follows: (a) the Receivables information furnished in the calculations attached hereto was true and all moneys received thereon on and after correct as of the last day of the fiscal quarter ended ______________, 200__; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest as of the Issuer date of this certificate, there exists no Default or Event of Default or condition which would, with either or both the giving of notice or the lapse of time, result in such Financed Vehiclesa Default or an Event of Default; and (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined financial statements delivered herewith were prepared in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedgenerally accepted accounting principles.

Pursuant to Section 2. 15 4(b) of the Master IndentureCredit Agreement, the Issuer may direct Borrower hereby requests that the Indenture Trustee to issue one or more Series of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants Swingline Lender make a Swingline Loan to the Indenture Trustee at Borrower in an amount equal to $___________________. 2. The Borrower requests that such Swingline Loan be made available to the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-Borrower on __ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after ___________, 20020___. 3. The Borrower requests that the proceeds of such Swingline Loan be made available to the Borrower by ____________________. The Borrower hereby certifies to the Administrative Agent, the Swingline Lender and the other Lenders that as of the date hereof, as of the date of the making of the requested Swingline Loan, and after the making of such Swingline Loan, (a) no Default or Event of Default exists or would exist, and none of the limits specified in Section 2.14. of the Credit Agreement would be violated; and (b) the security interests representations and warranties made or deemed made by the Borrower and each other Loan Party in the Financed Vehicles granted Loan Documents to which any of them is a party, are and shall be true and correct in all material respects (except in the case of any representation or warranty qualified by Obligors pursuant materiality, in which case such representation and warranty shall be true and correct in all respects) with the same force and effect as if made on and as of such date except to the Receivables extent that such representations and any other interest of the Issuer warranties expressly relate solely to an earlier date (in which case such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable representations and that warranties shall have been acquired true and correct in all material respects (except in the case of any representation or warranty qualified by or materiality, in which case such representation and warranty shall be true and correct in all respects) on behalf and as of such earlier date) and except for changes in factual circumstances not expressly prohibited under the Loan Documents. In addition, the Borrower certifies to the Administrative Agent and the Lenders that all conditions to the making of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time requested Swingline Loan contained in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all Article VI. of the foregoing and all payments on Credit Agreement will have been satisfied (or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture waived in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests terms of the Holders of Credit Agreement) at the Notes may be adequately and effectively protectedtime such Swingline Loan is made.

Pursuant to Section 2. 15 6 of the Master IndentureNote Purchase Agreement, the Issuer may direct hereby irrevocably notifies the Indenture Trustee Agent that the Issuer desires to issue one convert or more Series to continue the following Notes, each such conversion and/or continuation to be effective as of Notes[mm/dd/yy]: $[___,___,___] Eurodollar Rate Credit Extensions to be continued with Interest Period of 3 month(s) $[___,___,___] Base Rate Credit Extensions to be converted to Eurodollar Rate Credit Extensions with Interest Period of 3 month(s) $[___,___,___] Eurodollar Rate Credit Extensions to be converted to Base Rate Credit Extensions The Issuer hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default. 2 Pursuant to this Series 200_-_ SupplementSection 2.6(b), to be delivered to the Agents no later than 10:00 (a.m.) (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Credit Extension) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Credit Extension). Date: [mm/dd/yy] GAMING ACQUISITIONS LIMITED By: Name: Title: [Signature Page to Conversion/Continuation Notice] EXHIBIT B TO NOTE PURCHASE AGREEMENT FORM OF NOTE THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE NOTE PURCHASE AGREEMENT AND GUARANTY, DATED AS OF AUGUST 13, 2018 (THE “NOTE PURCHASE AGREEMENT”), AMONG GAMING ACQUISITIONS LIMITED, A LIMITED LIABILITY COMPANY FORMED UNDER THE LAWS OF ENGLAND AND WALES (THE “ISSUER”), INSPIRED ENTERTAINMENT, INC., A CORPORATION FORMED UNDER THE LAWS OF DELAWARE (“HOLDINGS”), THE PURCHASERS NAMED THEREIN (THE “PURCHASERS”) AND CORTLAND CAPITAL MARKET SERVICES LLC (THE “NOTE AGENT AND COLLATERAL AGENT”). A COPY OF SUCH NOTE PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE ISSUER. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY WRITING TO THE COMPANY (AS DEFINED BELOW) AT 900 XXXXXX XXX XXXX, XXXXXXXXXX, XX 00000. $[___,___,___]1 [____], 20[__] New York, New York FOR VALUE RECEIVED, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] promises to pay [Floating Rate] Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after ________], 200a [_; _______] (bthe “Payee”) or its registered assigns the security interests principal amount of [_][DOLLARS] ($[___,___,___][_]) or, if less, the aggregate unpaid principal amount owing hereunder. The Issuer also promises to pay interest (computed (i) in the Financed Vehicles granted by Obligors pursuant to case of Base Rate Credit Extensions on the Receivables basis of a 365 day or 366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Credit Extensions, on the basis of a 360 day year, in each case for the actual number of days elapsed in the period during which it accrues) on the unpaid principal amount hereof and any other interest of the Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damageoverdue interest, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); date hereof until Paid in Full, at the rates set forth below and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of at the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property times which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture shall be determined in accordance with the provisions of that certain Note Purchase Agreement and Guaranty, dated as of August 13, 2018 (as it may be amended, supplemented or otherwise modified, the “Note Purchase Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Issuer, Holdings, Holdings and certain subsidiaries of Holdings, as Guarantors, the Purchasers party thereto from time to time and CORTLAND CAPITAL MARKET SERVICES LLC as the Note Agent and as the Collateral Agent. This Note shall bear interest as follows: (i) if a Base Rate Extension, at the Base Rate plus 8.00% per annum or (ii) if a Eurodollar Rate Credit Extension, at the Adjusted Eurodollar Rate plus at 9.00% per annum. This Note (this “Note”) is in the aggregate principal amount set forth above and is issued pursuant to and entitled to the benefits of the Note Purchase Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Note evidenced hereby was made and is to be repaid. 1 NTD: Purchaser’s Commitment. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of the Note Agent or at such indentures other place as shall be designated in writing for such purpose in accordance with the terms of the Note Purchase Agreement. Unless and agrees to perform its duties as required until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by the Note Agent and recorded in this Indenture Supplement the Register, the Issuer, each Agent and the Master Indenture Purchasers shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Issuer hereunder with respect to payments of principal of or interest on this Note. This Note is subject to mandatory prepayment and to prepayment at the option of Issuer, each as provided in the Note Purchase Agreement, with such Prepayment Premium and Exit Premium as provided therein. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE ISSUER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions, at the default rates and with the effect provided in the Note Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Note Purchase Agreement. No reference herein to the best Note Purchase Agreement and no provision of its ability this Note or the Note Purchase Agreement shall alter or impair the obligations of the Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. The Issuer promises to pay all reasonable and documented out-of-pocket costs and expenses, including reasonable and documented out-of-pocket attorneys’ fees, all as provided in the Note Purchase Agreement, incurred in the collection and enforcement of this Note. The Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the end that full extent permitted by law, the interests right to plead any statute of limitations as a defense to any demand hereunder. To the extent any provisions of the Holders of Note is inconsistent or conflicts with the Notes may be adequately and effectively protectedNote Purchase Agreement, the Note Purchase Agreement shall control.

Pursuant to Section 2. 15 2.1 of the Master IndentureCredit Agreement, we hereby request that a Syndicated Loan consisting of [a Base Rate Loan in the Issuer may direct the Indenture Trustee to issue one or more Series principal amount of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-$__ Notes, all of the Issuer's right, title and interest in and to (a) the Receivables and all moneys received thereon on and after _______, 200or a Eurodollar Rate Loan in the principal amount of $_; ______ with an Interest Period of __________] be made on ________ , 199_/200_. We understand that this request is irrevocable and binding on us and obligates us to accept the requested Syndicated Loan on such date. We hereby certify (a) that the aggregate principal amount of the outstanding Syndicated Loans and all outstanding Letters of Credit on today's date is $_________, (b) that we will use the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and therein. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture requested Syndicated Loan in accordance with the provisions of such indentures the Credit Agreement, (c) that each of the representations and agrees warranties contained in the Credit Agreement or in any document or instrument delivered pursuant to perform its duties or in connection with the Credit Agreement was true and correct in all material respects as required of the date as of which it was made and is true and correct in this Indenture Supplement all material respects at and as of the Master Indenture date hereof (except from transactions contemplated or permitted by the Loan Department and changes occurring in the ordinary course of business that singly or in the aggregate are not materially BankBoston, N.A., as Agent Page 2 adverse, and to the best extent that such representations and warranties related expressly to an earlier date) and (d) that no Default or Event of its ability Default has occurred and is continuing. Very truly yours, MICHAELS STORES, INC. By: ----------------------------------------- EXHIBIT B FORM OF COMPETITIVE BID QUOTE REQUEST [Date] To: BankBoston, N.A., as Agent (the "AGENT") From: Michaels Stores, Inc. (the "BORROWER") Re: Revolving Credit Agreement, dated as of August ___, 1998 (as the same may be amended and in effect from time to time, the "CREDIT AGREEMENT"), among the Borrower, the Agent, and certain other lending institutions which are parties thereto (collectively, the "BANKS"). We hereby give notice pursuant to Section 2.3.1(b) of the Credit Agreement that we request Competitive Bid Quotes for the following proposed Competitive Bid Loan(s): Requested Drawdown Date:__________ Principal Amount Interest Period(s) Maturity Date ---------------- -------------------- ------------- $ Capitalized terms which are used herein without definition shall have the same meanings herein as in the Credit Agreement. MICHAELS STORES, INC. By: ----------------------------------------- Name: Title: EXHIBIT C FORM OF INVITATION FOR COMPETITIVE BID QUOTES To: [Name of Bank] Pursuant to Section 2.3.1(c) of the Revolving Credit Agreement, dated as of August __, 1998 (as the same may be amended and in effect from time to time, the "CREDIT AGREEMENT"), among Michaels Stores, Inc. (the "BORROWER"), BankBoston, N.A., as Agent (the "AGENT"), and certain other lending institutions which are parties thereto (collectively, the "BANKS"), we are pleased on behalf of the Borrower to invite you to submit Competitive Bid Quotes to the end that Borrower for the interests following proposed Competitive Bid Loan(s): Requested Drawdown Date:__________________ Principal Amount Interest Period(s) Maturity Date ---------------- ----------------- ------------- $ Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. Please respond to this invitation by no later than 3:00 p.m. (Boston time) on the Business Day prior to the requested Drawdown Date to the attention of [_____] at facsimile number [_____]. BANKBOSTON, N.A., AS AGENT By: ----------------------------------------- Name: Title: EXHIBIT D-1 FORM OF COMPETITIVE BID QUOTE BankBoston, N.A., as Agent 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxx Xxxxx, Vice President Re: COMPETITIVE BID QUOTE TO MICHAELS STORES, INC. (THE "BORROWER") In response to your Invitation for Competitive Bid Quotes on behalf of the Holders of Borrower dated _______________, 19/20__, the Notes may be adequately and effectively protected.undersigned hereby makes the following Competitive Bid Quote on the following terms:

Pursuant to Section 2. 15 02(a) of the Master IndentureCredit Agreement, please make the Issuer may direct the Indenture Trustee to issue one or more Series Loans described below. [Domestic][LIBOR] Business Day of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit proposed borrowing: Amount of the other party and for the equal and ratable benefit Loan requested: $ Aggregate amount of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes Loans outstanding (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants after giving effect to the Indenture Trustee at the Closing Date, Loan requested hereby): $ Maximum Loans per attached Borrowing Base Report: $ [Interest Period:] [Instructions for Wire to Third Party:] Attached hereto is a Borrowing Base Report dated as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to . The undersigned hereby certifies that: (a) on the Receivables date of this notice and all moneys received thereon on immediately after giving effect to the borrowing of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and after _______will not exceed the least of the Borrowing Base, 200_; the Aggregate Commitment Amount and the Maximum Amount, (b) the security interests representations and warranties of the Borrower in Article IV of the Financed Vehicles granted by Obligors pursuant Credit Agreement are true and correct in all material respects as of the date hereof and will be true and correct in all material respects immediately after giving effect to the Receivables and any other interest borrowing of the Issuer Loan(s) as set forth herein, in each case except to the extent such Financed Vehicles; representations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) any proceeds with respect no Default or Event of Default has occurred and is continuing or will occur immediately after giving effect to the Receivables borrowing, as set forth herein. WESTERN ASSET GLOBAL HIGH INCOME FUND INC. By: Name: Title: EXHIBIT C FORM OF NOTICE OF CONVERSION DATE: TO: STATE STREET BANK AND TRUST COMPANY, as Agent ATTN: Xxxxx X. Xxxxxxx Assistant Vice President -CSU Manager Ph: (000)000-0000 Fax: (000)000-0000 Email: xxxxxxxxx@xxxxxxxxxxx.xxx FROM: [ ] Reference is hereby made to that certain Credit Agreement, dated as of May 21, 2009 (such agreement, as amended and in effect from claims time to time, the “Credit Agreement”), among WESTERN ASSET GLOBAL HIGH INCOME FUND INC., a Maryland corporation, the lending institutions referred to therein as Banks, and State Street Bank and Trust Company, as Agent. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. Pursuant to Section 2.02(b) of the Credit Agreement, please convert or continue the following Loan as set forth below Existing Loan New Loan Type Amount Continue As /Convert to Amount Date* Interest Period LIBOR $ LIBOR $ Base Rate $ Base Rate $ N/A If LIBOR, last day of current Interest Period is: The undersigned hereby certifies that: (a) on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect the date of this notice and immediately after giving effect to the Receivables conversion or continuation of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and will not exceed the least of the Aggregate Commitment Amounts, the Borrowing Base and the Maximum Amount, (b) the representations and warranties of the Borrower in Article IV of the Credit Agreement are true and correct in all material respects as of the date hereof and will be true and correct in all material respects immediately after giving effect to the conversion or continuation of the Loan(s) as set forth herein, in each case except to the extent such representations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Loan Documents or will occur under the Credit Agreement or any of the other Loan Documents immediately after giving effect to the conversion or continuation of the Loan(s) as set forth herein. WESTERN ASSET GLOBAL HIGH INCOME FUND INC. By: Name: Title: * Must be a Domestic Business Day or a LIBOR Business Day, as applicable. EXHIBIT D FORM OF BORROWING BASE REPORT Date To each of the Banks referred to below c/o State Street Bank and Trust Company, as Agent 000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of May 21, 2009 (as amended and in effect from recourse time to Dealers thereon with respect time, the “Credit Agreement”), by and among WESTERN ASSET GLOBAL HIGH INCOME FUND INC., a Maryland corporation (the “Borrower”), the lending institutions referred to which therein as Banks (collectively, the Servicer has “Banks”), and State Street Bank and Trust Company, as agent for the Banks. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Borrowing Base Report is delivered to you [as part of a Notice of Borrowing] [pursuant to Section 5.01(c) of the Credit Agreement]. The undersigned hereby certifies to you that Annex 1 is a true and accurate calculation of the Borrowing Base as at the end of [INSERT DATE], determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf the requirements of the SellerCredit Agreement: WESTERN ASSET GLOBAL HIGH INCOME FUND INC. By: Name: Title: Annex 1 to Borrowing Base Report As of: EXHIBIT E FORM OF ASSIGNMENT AND ACCEPTANCE Dated as of Reference is made to the Credit Agreement, the Servicerdated as of May 21, the Company or the Issuer; 2009 (f) all funds on deposit as from time to time in the Deposit Account, including the Reserve Account Initial Deposit, amended and in all investments effect, the “Credit Agreement”), by and proceeds thereof among WESTERN ASSET GLOBAL HIGH INCOME FUND INC., a Maryland corporation (including all income thereonthe “Borrower”); (g) , the Sale and Servicing Agreement (including the Issuer's right lending institutions referred to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing therein as Banks (collectively, the "Collateral"). The foregoing Grant is made “Banks”) and State Street Bank and Trust Company, as agent (in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofsuch capacity, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with “Agent”) for the provisions of this Indenture Supplement and the Master Indenture, all as provided Banks. Capitalized terms used herein and thereinnot otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. The Indenture Trustee, (the “Assignor”) and (the “Assignee”) hereby agree as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture in accordance with the provisions of such indentures and agrees to perform its duties as required in this Indenture Supplement and the Master Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.follows:

Pursuant to Section 2. 15 of the Master IndentureCredit Agreement, the Issuer may direct the Indenture Trustee Borrower hereby proposes to issue one or more Series of Notes. Pursuant to this Series 200_-_ Supplement, the Issuer shall create the Series 200_-_ Notes and specify their principal terms. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [ %] [Floating Rate] Asset Backed Notes increase (the "Class A-1 Notes"), Class A-2 [ %] [Floating Rate] Asset Backed Notes (the "Class A-2 Notes"), Class A-3 [ %] [Floating Rate] Asset Backed Notes (the "Class A-3 Notes") and Class A-4 [ %] [Floating Rate] Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Series 200__-__ Notes, all of the Issuer's right, title and interest in and to (a“Increase”) the Receivables and all moneys received thereon on and after Commitment Amount from $________ to $________. Each of the following Lenders (each an “Increasing Lender”) has been invited by the Borrower, 200and has agreed, subject to the terms hereof, to increase its Commitment Amount as follows: Name of Lender Commitment Amount(after giving effect to the Increase) $_; _______________ $________________ $________________ Each of the following Persons (beach a “New Lender”) has been invited by the security interests Borrower, and has agreed, subject to the terms hereof, to become a “Lender” under the Credit Agreement with a Commitment Amount in the Financed Vehicles granted by Obligors pursuant amount set forth below: Name of New Lender Commitment Amount $________________ $________________ $________________ The Borrower hereby represents and warrants to the Receivables Administrative Agent, each Lender and any other interest each New Lender that immediately before and after giving effect to the Increase, no Default or Event of Default exists or would exist, that the representations and warranties contained in the Credit Agreement are true and correct with the same effect as though such representations and warranties had been made on the effective date of the Issuer in such Financed Vehicles; (c) any proceeds with respect Increase, except those which are expressly specified to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any proceeds with respect to the Receivables from recourse to Dealers thereon with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf be made as of the Seller, the Servicer, the Company or the Issuer; (f) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Depositan earlier date, and in all investments and proceeds thereof (including all income thereon); (g) the Sale and Servicing Agreement (including the Issuer's right to cause the Seller to repurchase Standard Receivables or Fixed Value Receivables from the Issuer under certain circumstances described therein); and (h) all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing requirements of Section 4.03 have been satisfied. Pursuant to Section 2.15 of the Credit Agreement, by execution and delivery of this Commitment Increase Supplement, together with the satisfaction of all payments of the requirements set forth in such Section 4.03 (the date of such satisfaction being the “Increase Effective Date”), (i) each of the Increasing Lenders shall have, on or under and all proceeds as of every kind the Increase Effective Date, a Commitment Amount equal to the amount set forth above next to its name, and nature whatsoever in respect (ii) each of any or all the New Lenders as of the Increase Effective Date shall be deemed to be a “Lender” under, and as such term is defined in, the Credit Agreement, and shall have a Commitment Amount equal to the amount set forth above next to its name. [BALANCE OF THIS PAGE IS INTENTIONALLY BLANK] IN EVIDENCE of the foregoing, including all proceeds each of the conversion thereofundersigned has caused this Commitment Increase Supplement to be duly executed on its behalf. TENNESSEE VALLEY AUTHORITY, voluntary as Borrower By: _____________________________ Name: ___________________________ Title: ____________________________ THE BANK OF NEW YORK MELLON, as Administrative Agent By: ________________________________ Name: ______________________________ Title: _______________________________ [INCREASING LENDER] By: ________________________________ Name: ______________________________ Title: _______________________________ [NEW LENDER] By: ________________________________ Name: ______________________________ Title: _______________________________ [SIGNATURE PAGE TO COMMITMENT INCREASE SUPPLEMENT] EXHIBIT 4.01A-1 FORM OF LEGAL OPINION OF BORROWER'S INTERNAL COUNSEL June [ ], 2012 The Bank of New York Mellon, as Administrative Agent and L/C Issuer and as a Lender, and the Other Lenders Named on Schedule 1 Hereto (“Other Lenders”) 0 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The Tennessee Valley Authority (“TVA” or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any “Borrower”) is a corporate agency and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any instrumentality of the foregoing United States government, organized by and existing under the authority of the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. §§ 831-831ee (collectively, the "Collateral"2006 & Supp. III 2009) (“TVA Act”). The foregoing Grant is made TVA Office of the General Counsel has acted as counsel for the Borrower in trust to secure connection with the payment negotiation of principal the Spring Maturity Credit Agreement (the “Credit Agreement”) dated as of the date hereof among the Borrower, The Bank of New York Mellon, as Administrative Agent and interest onL/C Issuer, The Bank of New York Mellon, as a Lender, and any other amounts owing in respect of, the Series __-__ Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture Supplement and the Master Indenture, all as provided herein and thereinOther Lenders. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Series __-__ Notes, acknowledges such Grant, accepts the trusts under this Indenture Supplement and the Master Indenture This opinion is given in accordance with the provisions requirements of Section 4.01 of the Credit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such indentures and agrees to perform its duties as required terms in this Indenture Supplement the Credit Agreement. The Credit Agreement and the Master Indenture Notes dated as of the date hereof given by the Borrower to The Bank of New York Mellon and the Other Lenders are referred to herein collectively as the “Loan Documents.” As the Executive Vice President and General Counsel, I or persons under my supervision have (1) participated in the preparation of the Loan Documents, (2) examined copies of each Loan Document as executed by the Borrower, (3) examined such certificates, documents, and records, and have made such examination of law, as I have deemed necessary to render the opinions expressed below, and (4) examined and relied as to matters of fact upon representations and warranties contained in the Loan Documents and in certificates, copies of which have been furnished to you, in connection with the Loan Documents. The opinions expressed below are limited to matters governed by the internal laws of the State of Tennessee and the federal laws of the United States of America. Generally, the Borrower, as a corporate agency and instrumentality of the United States government, is not subject to state laws. On the basis of the foregoing, and subject to the best of its ability to the end that the interests of the Holders of the Notes may be adequately assumptions and effectively protected.limitations hereinafter stated, my opinion is as follows: