Common use of Settlement Clause in Contracts

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented by a Global Note, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.

Settlement. The receipt (a) With respect to all periods for which the Administrative Agent has funded Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Loans made on the date of such Revolving Loan Lender’s initial funding), each Revolving Loan Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent in immediately available funds an amount necessary such that, after giving effect thereto, the outstanding Revolving Loans of such Revolving Loan Lender equals its Pro Rata Share. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender in immediately available funds an amount necessary such that, after giving effect thereto, the outstanding Revolving Loans of such Revolving Loan Lender equals its Pro Rata Share. In addition, if the Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Loan Lender, sufficient funds to adjust the interests of the Revolving Loan Lenders in the then outstanding Revolving Loans to such an extent that, after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 9.10(a) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on, and Unused Line Fees payable to a Revolving Loan Lender shall be calculated based upon, the Revolving Loans which have been funded by such Revolving Loan Lender. (b) In the event that any Revolving Loan Lender fails to make any payment required to be made by it pursuant to Section 9.10(a), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Base Rate. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Company in payment Administrative Agent to the Borrowers shall, for Notes and either (i) all purposes hereof, be a Revolving Loan made by the Administrative Agent for Notes represented its own account. Upon any such failure by a Global NoteRevolving Loan Lender to pay the Administrative Agent, the authentication Administrative Agent shall promptly thereafter notify the Borrowers of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) failure and the Company Borrowers shall agree and specify in the applicable Pricing Supplement, pursuant immediately pay such corresponding amount to the timetable set forth under “Procedures Administrative Agent for Notes Issued its own account. Nothing in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these this Section 9.10(b) shall be deemed to relieve any Revolving Loan Lender from its obligation to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights that the Administrative Procedures (each such date fixed for settlement is hereinafter referred to Agent or the Borrowers may have against any Revolving Loan Lender as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer result of Notes are not completed on or before the time set forth in each any default by such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentRevolving Loan Lender hereunder.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the Company outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, the authentication notifying Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (iiNew York, New York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than Bank of America in the case of Non-Ratable Loans, if procedures “A” and “B” Agent in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer the case of Notes are not completed on or before Agent Advances) shall make the time set forth in each amount of such section, such offer shall not be settled until the applicable Business Day following the completion Lender’s Pro Rata Share of the applicable procedures “A” outstanding principal amount of the Non-Ratable Loans and “B,” or Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and Charlottewhether or not the applicable conditions precedent set forth in Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, North Carolinatogether with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. These proceduresIf any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America or the Agent, as well applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank of America or Agent, as those described applicable, shall pay to Bank of America or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in Part IIfact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be modified applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of Notes by a Selling participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as principalof such Settlement Date, if so agreed among its Pro Rata Share of the CompanyRevolving Loans. During the period between Settlement Dates, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable Selling Agents rate or rates payable under this Agreement on the actual average daily amount of funds employed by Bank of America, Agent and the applicable Paying Agentother Lenders.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender’s funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee or Borrower) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement (“Settlement”) with the Lenders on at least a Master Noteweekly basis, the entry or on a more frequent basis at Agent’s election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Swing Line Loans and “B” the Agent in “Procedures for Notes Issued in Book-Entry Form—the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such sectionSwing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such offer Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be settled until affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the applicable Business Day following Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the completion occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentforegoing.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) for Notes represented itself, with respect to each Agent Advance, and (2) with respect to Collections received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances and Agent Advances exceeds such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, if procedures “A” and “B” then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer immediately available funds to the account of Notes are not completed on or before the time set forth in such Lender as such Lender may designate, an amount such that each such sectionLender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender’s balance of the Advances and Agent Advances is less than such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such offer Lender shall not no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” Agent Advance and “B,” shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances and Agent Advances is less than, equal to, or greater than such later date Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the Selling relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement. (iii) During the period between Settlement Dates, Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Company Advances other than Agent Advances, shall agree. For Notes denominated in U.S. dollarsbe entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Agent, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresor the Lenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt obligation to make payments and distributions with respect to DSUs (the “settlement”) shall be satisfied through the payment of immediately available funds by an amount in cash equal to the Company in payment Average Market Value of one share of Stock for Notes each vested DSU on the Settlement Date, and either the settlement of the DSUs may be subject to such conditions, restrictions and contingencies as the Committee shall determine. Vested DSUs shall be settled as soon as practicable after the earliest of the Participant’s (i) for Notes represented by termination of service as a Global NoteDirector, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, death or (iii) Disability (the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedIf vested DSUs are settled upon the Participant’s termination of service as a Director, the Settlement Date will be December 15 of the calendar year following the calendar year in which the Participant’s termination occurs, unless the Participant provides advance written notice of at least five business days to the Vice President HR – Corporate Compensation and Services specifying an earlier Settlement Date (but no earlier than the termination of service date). The foregoing election shall only apply if the Participant is not subject to Section 409A of the Internal Revenue Code (“Section 409A”). For a Participant who is subject to Section 409A, if procedures vested DSUs are settled upon the Participant’s termination of service as a Director, payment will be as soon as administratively feasible following the Director’s termination of service. For Participants subject to Code Section 409A, in no event shall payment occur later than the last day of the calendar year in which the Settlement Date occurs, or if later, the 15th day of the third month following the Settlement Date. For purposes of this Agreement and to the extent applicable to the Participant, the term “Atermination of service” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes shall be interpreted to comply with Section 409A. To the extent payments are not completed on made during the periods permitted under Section 409A (including any applicable periods before or before after the time specified payment dates set forth in each such sectionthis Section 2(b)), such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agreebe deemed to have satisfied its obligations under the Plan and shall be deemed not to be in breach of its payment obligations hereunder. For Notes denominated in U.S. dollarspurposes of the Agreement, Business Day shall mean Average Market Value means each vested DSU has a business day in New York, value equal to the volume weighted average of the highest and lowest prices per share at which the Stock is traded on the New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase Stock Exchange on each of Notes by a Selling Agent as principal, if so agreed among the Company, five business days immediately preceding the applicable Selling Agents and the applicable Paying AgentSettlement Date.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrower’s or its Subsidiaries’ Collections or payments received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances, the Swing Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to proceeds of Collections received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if procedures “A” a Lender’s balance of the Advances, Swing Loans, and “B” Agent Advances exceeds such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer immediately available funds to the account of Notes are not completed on or before the time set forth in such Lender as such Lender may designate, an amount such that each such sectionLender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances, and (z) if a Lender’s balance of the Advances, Swing Loans, and Agent Advances is less than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, such offer Lender shall not no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” Swing Loan or Agent Advance and, together with the portion of such Swing Loan or Agent Advance representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and “B,” Agent Advances is less than, equal to, or greater than such later date Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the Selling relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement. (iii) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, proceeds of Collections received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Company Advances other than Swing Loans and Agent Advances, shall agree. For Notes denominated in U.S. dollarsbe entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Business Day shall mean a business day in New YorkAgent, New York and Charlotte, North Carolina. These proceduresor the Lenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrower’s or its Subsidiaries’ Collections or payments received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are not completed on or before designated by the time symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Administrative Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the Swing Loans, and the Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (i) Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Administrative Agent in its sole discretion or, with respect to Protective Advances, as requested by the applicable Co-Collateral Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself or Co-Collateral Agents, as applicable, with respect to the outstanding Extraordinary Advances, and (3) with respect to Borrowers’ or any of their Subsidiaries’ payments or other amounts received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Revolving Loans (including Swing Loans, and “B” Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Administrative Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Administrative Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Loans, Swing Loans, and Extraordinary Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Bookgood funds by Administrative Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Dates, Administrative Agent or Co-Entry Form—Collateral Agents, as applicable, to the extent Extraordinary Advances are outstanding, or Administrative Agent, to the extent Swing Loans are outstanding, may pay over to Administrative Agent, Co-Collateral Agents or Swing Lender, as applicable, any payments or other amounts received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between Settlement Procedures Dates, Administrative Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for DTC Notes” below application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Administrative Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Administrative Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Administrative Agent and Co-Collateral Agents, as applicable, with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Administrative Agent, Co-Collateral Agents, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt of immediately available funds 7.1 Each Party must make the payments and deliveries and perform other obligations required by a Transaction: (a) using the Company Platform, unless otherwise agreed; (b) in payment for Notes and either accordance with: (i) for Notes represented the relevant Confirmation; (ii) this Digital Asset Trading Agreement; and (iii) the Platform Terms (if applicable); (c) in the amount specified in the relevant Offer; and (d) in freely transferable and immediately available Fiat Currency and/or Digital Assets, without set-off, counterclaim or deduction or withholding (including on account of any Tax) unless: (i) required by a Global Notelaw; or (ii) permitted under this Digital Asset Trading Agreement. 7.2 The Counterparty shall settle the relevant Transaction using its available funds or balance in the Account. 7.3 From time to time, MULTIBANK FX INTERNATIONAL CORPORATION may agree to offer Digital Asset Services to the Counterparty without the Counterparty first satisfying the Prefunding Conditions on the following settlement terms: (a) in relation to any Transaction, the authentication of such Global Note Counterparty will make the relevant payment in Fiat Currency by the Trustee immediately following Banking Day (in the case of purchasing Digital Assets) or other deliver the relevant authenticating agent Digital Assets (in the case of selling Digital Assets) within 24 hours of the Parties’ entering to such Transaction (each such deadline, a “Settlement Deadline”); and (b) notwithstanding paragraph (a), MULTIBANK FX INTERNATIONAL CORPORATION may, in its sole discretion, request the Counterparty to settle any Transaction prior to the relevant Settlement Deadline and the Counterparty shall make such payment and delivery accordingly. 7.4 As promptly as is reasonably practicable following receipt of the Relevant Fiat Currency or Ordered Digital Asset from the Counterparty, MULTIBANK FX INTERNATIONAL CORPORATION shall make the relevant payment or delivery by the immediately following Banking Day. 7.5 Prior to the occurrence or effective designation of a Termination Time in respect of a Transaction, if the Counterparty fails to make payment or delivery hereunder, it will be obliged to pay interest (before as well as after judgment) on the overdue amount to MULTIBANK FX INTERNATIONAL CORPORATION on demand in the same currency as the overdue amount, for the period from (and including) the Settlement Deadline to (but excluding) the date of actual payment or delivery at a rate of (i) in respect of Digital Assets, 0.05% per day or as notified by MULTIBANK FX INTERNATIONAL CORPORATION from time to time; or (ii) in respect of Fiat Currencies, an annual rate equal to 3% over the then current best lending rate for Notes represented such currency offered by a Master Note, the entry of the appropriate entries and/or notations on the schedule respectable bank with goodstanding from time to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlementtime.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by Lenders to equal, at all times, such Lender’s Pro Rata Share of the Company outstanding Advances. Such agreement notwithstanding, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) for Notes represented itself, with respect to each Agent Advance, and (2) with respect to Collections received, as to each by a Global Notenotifying Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 5:00 p.m. (iiNew York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances and Agent Advances exceeds such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, if procedures “A” and “B” then Agent shall, by no later than 2:00 p.m. (New York time) on the Settlement Date, transfer in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer immediately available funds to the account of Notes are not completed on or before the time set forth in such Lender as such Lender may designate, an amount such that each such sectionLender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender’s balance of the Advances and Agent Advances is less than such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such offer Lender shall not no later than 2:00 p.m. (New York time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” Agent Advance and “B,” shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances and Agent Advances is less than, equal to, or greater than such later date Lender’s Pro Rata Share of the Advances and Agent Advances as the Selling of a Settlement Date, Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresshall, as well as those described part of the relevant Settlement, apply to such balance the portion of payments actually received in Part II, may be modified for any purchase of Notes good funds by a Selling Agent as with respect to principal, if so agreed among interest, fees payable by Borrower and allocable to Lenders hereunder, and proceeds of Collateral. To the Companyextent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement. (iii) During the period between Settlement Dates, Agent with respect to Agent Advances and each Lender with respect to the Advances other than Agent Advances, shall be entitled to interest at the applicable Selling Agents and rate or rates payable under this Agreement on the applicable Paying Agentdaily amount of funds employed by Agent or Lenders, as applicable.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of any Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the Swing Loans, and the Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Borrowers’ or their Subsidiaries’ payments or other amounts received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Revolving Loans (including Swing Loans and “B” Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Loans, Swing Loans, and Extraordinary Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for DTC Notes” below application to the Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt obligation to make payments and distributions with respect to DSUs (the “settlement”) shall be satisfied through the issuance of immediately available funds by one share of Stock for each vested DSU, and the Company in payment for Notes settlement of the DSUs may be subject to such conditions, restrictions and either contingencies as the Committee shall determine. Vested DSUs shall be settled as soon as practicable after the earliest of the Participant’s (i) for Notes represented by termination of service as a Global NoteDirector, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, death or (iii) Disability (the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedIf vested DSUs are settled upon the Participant’s termination of service as a Director, the Settlement Date will be December 15 (or, if procedures necessary, the next business day) of the calendar year following the calendar year in which the Participant’s termination occurs, unless the Participant provides advance written notice of at least five business days to the Vice President HR – Corporate Compensation and Services specifying an earlier Settlement Date (but no earlier than the termination of service date). The foregoing election shall only apply if the Participant is not subject to Section 409A of the Internal Revenue Code (“ASection 409A”). For a Participant who is subject to Section 409A, if vested DSUs are settled upon the Participant’s termination of service as a Director, the Settlement Date will be as soon as administratively feasible following the Director’s termination of service. For Participants subject to Code Section 409A, in no event shall settlement occur later than the last day of the calendar year in which the Settlement Date occurs, or if later, the 15th day of the third month following the Settlement Date. For purposes of this Agreement and to the extent applicable to the Participant, the term “termination of service” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes shall be interpreted to comply with Section 409A. To the extent payments are not completed on made during the periods permitted under Section 409A (including any applicable periods before or before after the time specified payment dates set forth in each such sectionthis Section 2(b)), such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated be deemed to have satisfied its obligations under the Plan and shall be deemed not to be in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase breach of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentits payment obligations hereunder.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by any Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 1:30 p.m. (iiHouston, Texas time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Non-Ratable Loans and “B” the Agent in “Procedures for Notes Issued in Bookthe case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to Agent’s account, not later than 3:30 p.m. (Houston, Texas time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A” ) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and “(B,” ) for itself, with respect to each Agent Advance. If any settlement amount is not transferred to the Agent by any Lender on the Business Day after demand, the Agent will notify the Borrowers of such Lender’s failure to transfer and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent, together with interest thereon for each day elapsed since the date of the applicable advance, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent, and the Company shall agree. For Notes denominated in U.S. dollarsother Lenders, Business Day shall mean respectively. (v) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lender to the Companycontrary, the Agent may assume that the applicable Selling Agents conditions precedent set forth in Article 8 have been satisfied and the applicable Paying Agentrequested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. The receipt It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Advances, the Swing Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement ("SETTLEMENT") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with respect to each Agent Advance, and (3) with respect to Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "SETTLEMENT DATE"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including SECTION 2.3(c)(iii)): (y) if a Lender's balance of the Advances, Swing Loans, and Agent Advances exceeds such Lender's Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances, and (z) if a Lender's balance of the Advances, Swing Loans, and Agent Advances is less than such Lender's Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loan or Agent Advance and, together with the portion of such Swing Loan or Agent Advance representing Swing Lender's Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Company in payment terms hereof, Agent shall be entitled to recover for Notes and either (i) for Notes represented by a Global Note, its account such amount on demand from such Lender together with interest thereon at the authentication of such Global Note by the Trustee or other relevant authenticating agent or Defaulting Lender Rate. (ii) for Notes represented by In determining whether a Master Note, the entry Lender's balance of the appropriate entries and/or notations Advances, Swing Loans, and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement. (iii) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender's Pro Rata Share of the Advances. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note daily amount of funds employed by the Trustee evidencing the Supplemental Obligation andSwing Lender, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business DaysAgent, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresLenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt Administrative Agent and each Lender agree that each Lender’s funded portion of immediately available funds the Loans is intended by the Company Lenders to equal, at all times, such ▇▇▇▇▇▇’s Percentage Share of the outstanding Loans. Such agreement notwithstanding, Administrative Agent and the Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Loans (including any Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) for Notes represented Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis (or on a more frequent basis if so determined by a Global NoteAdministrative Agent in its sole discretion) by notifying the applicable Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Loans and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (y) if the aggregate amount of the Loans and Extraordinary Advances made by a Lender exceeds such Lender’s Percentage Share of Loans and Extraordinary Advances as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Percentage Share of the Loans and Extraordinary Advances; and (z) if procedures “A” the aggregate amount of the Loans and “B” Extraordinary Advances made by a Lender is less than such ▇▇▇▇▇▇’s Percentage Share of the Loans and Extraordinary Advances as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in “Procedures immediately available funds to Administrative Agent’s Applicable Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Percentage Share of Loans and Extraordinary Advances. Such amounts made available to Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the Extraordinary Advances, and shall constitute Loans of such Lenders. (ii) In determining whether a ▇▇▇▇▇▇’s balance of the applicable Loans and Extraordinary Advances is less than, equal to, or greater than such Lender’s Percentage Share thereof as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments applicable to such Obligations actually received in good funds by Administrative Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) To the extent Extraordinary Advances are outstanding between Settlement Dates, the Administrative Agent may retain any payments or other amounts received by Administrative Agent, that, in accordance with the terms of this Agreement, would be applied to the reduction of Loans, for Notes Issued application to such Extraordinary Advances. During the period between Settlement Dates, Administrative Agent with respect to Extraordinary Advances, and each Lender with respect to the Loans other than Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed Administrative Agent or such Lender, as applicable. (iv) Anything in Book-Entry Form—Settlement Procedures for DTC Notes” below for this Section 2.09(a) to the contrary notwithstanding, in the event that a particular offer of Notes are not completed on or before Lender is a Defaulting Lender, Administrative Agent shall be entitled to refrain from remitting settlement amounts to the time Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.11.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the applicable Loans is intended by the Company applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding applicable Loans. Notwithstanding such agreement, the Agent, the Bank, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the applicable Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the applicable Loans (including the applicable Swingline Loans and the applicable Agent Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders at least once every two weeks, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each applicable outstanding Swingline Loan, (B) for Notes represented itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy or other relevant authenticating agent or electronic transmission, no later than 12:00 noon (iiNew York City time, as applicable) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of applicable Swingline Loans and “B” the Agent in “Procedures for Notes Issued in Book-Entry Form—the case of applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to the Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article IX have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Swingline Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans (A” ) on behalf of the Bank, with respect to each outstanding Swingline Loan, and “(B,” ) for itself, with respect to each applicable Agent Advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an applicable Swingline Loan or applicable Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swingline Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (iii) Notwithstanding any provisions of Section 2.5(g) or Section 2.6(h), as applicable, to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the applicable Loans, for application to the Bank’s Loans including applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Loans (other than to applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the applicable outstanding Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the applicable Loans. During the period between Settlement Dates, the Bank with respect to applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the applicable Loans other than applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (v) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lender to the Companycontrary, the applicable Selling Agents and Agent may assume that the applicable Paying Agentconditions precedent set forth in Article IX have been satisfied.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds any Advance is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of such Advance; provided, however, that for purposes of this Section 2.11.2 and all other applicable provisions of this Agreement, only Lenders with Revolving Loan Commitments shall participate in payment Collateral Protection Advances and Non-Ratable Loans in amounts equal to their respective Pro Rata Shares thereof. Notwithstanding such agreement, the Agent, the Non-Ratable Lender (with respect to the Non-Ratable Loans), and the Lenders agree (which agreement shall not be for Notes the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to any Advance, including the Non-Ratable Loans and the Collateral Protection Advances, shall take place on a periodic basis in accordance with this Section 2.11.2. (ib) The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Non-Ratable Lender, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Collateral Protection Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telephone or other relevant authenticating agent or facsimile, no later than 12:30 p.m. (iiChicago time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Non-Ratable Lender, if procedures “A” in the case of the Non-Ratable Loans, and “B” the Agent in “Procedures for Notes Issued in Book-Entry Form—the case of the Collateral Protection Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the applicable Advances with respect to which Settlement Procedures for DTC Notes” below for is requested to the Agent, to such account of the Agent as the Agent may designate, not later than 2:30 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the existence of a particular offer of Notes are Default or an Unmatured Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article IV have then been satisfied. Such amounts transferred to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Collateral Protection Advance and, together with the portion of such Non-Ratable Loan or Collateral Protection Advance representing the Non-Ratable Lenders or the Agent’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Alternate Base Rate for the first three (3) days from and after the Settlement Date and thereafter at the then applicable Floating Rate (1) on behalf of the Non-Ratable Lender with respect to each outstanding Non-Ratable Loan and (2) for itself with respect to each Collateral Protection Advance. (c) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Unmatured Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Collateral Protection Advance), each other Lender (A” ) shall irrevocably and “unconditionally purchase and receive from the Non-Ratable Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Collateral Protection Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Collateral Protection Advance, and (B,” ) if Settlement has not previously occurred with respect to such Non-Ratable Loans or such later date Collateral Protection Advances, upon demand by the Agent or the Non-Ratable Lender, as applicable, shall pay to the Agent or the Non-Ratable Lender, as applicable, as the Selling purchase price of such participation an amount equal to 100% of such Lender’s Pro Rata Share of such Non-Ratable Loans or Collateral Protection Advances. If such amount is not in fact transferred to the Agent or the Non-Ratable Lender, as applicable, by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Alternate Base Rate for the first three (3) days from and after such demand and thereafter at the then applicable Floating Rate. (d) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Collateral Protection Advance pursuant to Section 2.11.2(c), the Agent shall promptly distribute to such Lender such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Collateral Protection Advance. (e) Between Settlement Dates, to the extent no Collateral Protection Advances are outstanding, the Agent may pay over to the Non-Ratable Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Non-Ratable Lender’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Non-Ratable Lender’s Revolving Loans (other than to Non-Ratable Loans or Collateral Protection Advances in which a Lender has not yet funded its purchase of a participation pursuant to Section 2.11.2(c)), as provided for in the previous sentence, the Non-Ratable Lender shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. Subject to Section 2.11.1, during the period between Settlement Dates, the Non-Ratable Lender with respect to Non-Ratable Loans, the Agent with respect to Collateral Protection Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Collateral Protection Advances, in each case ratably in accordance with the funds employed by each of them, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Non-Ratable Lender, the Agent, and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans and Floorplan Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Percentage of the outstanding Revolving Loans and Floorplan Advances. Such agreement notwithstanding, the Administrative Agent, the Floorplan Funding Agent, Swingline Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans, Floorplan Advances, the Swingline Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (ia) Each of the Administrative Agent and the Floorplan Funding Agent, as applicable, shall request settlement (“Settlement”) with the Lenders on each Thursday of each week, or on a more frequent basis if so determined by the Administrative Agent or the Floorplan Funding Agent Floorplan Funding Agent, as applicable, (1) on behalf of Swingline Lender, with respect to the outstanding Swingline Loans, (2) for Notes represented the Administrative Agent, with respect to the outstanding Protective Advances, (3) with respect to all Borrowings initially, from the Determination Date to the first Settlement Date and thereafter, since the prior Settlement Date and (4) with respect to payments received initially, from the Determination Date to the first Settlement Date and thereafter, since the prior Settlement Date, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery no later than 1:00 p.m. of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Such notice of a Settlement Procedures for DTC Notes” below for Date shall include a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion summary statement of the applicable procedures amount of outstanding Revolving Loans, Floorplan Advances, Swingline Loans and Protective Advances for the period since the prior Determination Date and ending on the date two Business Days prior to the Settlement Date (the “A” Determination Date”). Subject to the terms and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.conditions contained herein (including Section 2.27)):

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender’s funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee or Borrowers) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement (“Settlement”) with the Lenders on at least a Master Noteweekly basis, or on a more frequent basis at the entry Agent’s election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (Los Angeles time) on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Non-Ratable Loans and “B” the Agent in “Procedures for Notes Issued in Bookthe case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to Agent’s account, not later than 1:00 p.m. (Los Angeles time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” and “B,” Non-Ratable Loan or Agent Advance and, together with the portion of such later date as Non-Ratable Loan or Agent Advance representing the Selling Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent and by any Lender on the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the CompanySettlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable Selling Agents to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and the applicable Paying Agent(B) for itself, with respect to each Agent Advance.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including the Swing Loans and the Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Loan Parties’ payments or other amounts received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Swing Loans, Extraordinary Advances and other Revolving Loans for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Revolving Loans (including Swing Loans, and “B” Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Loans (including Swing Loans and Extraordinary Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Extraordinary Advances for DTC Notes” below the account of Agent or Swing Loans for the account of Swing Lender are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loan is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, BABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by any Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of BABC, with respect to each outstanding BABC Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to collections received, in each case, by a Global Notenotifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (New York City time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than BABC, in the case of BABC Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the BABC Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. (New York City time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in ARTICLE 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable BABC Loan or Agent Advance and, together with the portion of such BABC Loan or Agent Advance representing BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a BABC Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such BABC Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such BABC Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any BABC Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such BABC Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to BABC any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to BABC's other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to BABC's other outstanding Revolving Loans other than to BABC Loans or Agent Advances, as provided for in the previous sentence, BABC shall pay to the Agent for the account of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, BABC with respect to BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than BABC Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBABC, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender’s funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee or Borrower) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement (“Settlement”) with the Lenders on at least a Master Noteweekly basis, the entry or on a more frequent basis at Agent’s election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Los Angeles time) on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Non-Ratable Loans and “B” the Agent in “Procedures for Notes Issued in Bookthe case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to Agent’s account, not later than 2:00 p.m. (Los Angeles time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A” ) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and “(B,” ) for itself, with respect to each Agent Advance. Notwithstanding anything to the contrary contained herein, in its discretion, Agent may on any Settlement Date permit Non-Ratable Loans in an aggregate principal amount not to exceed $1,000,000 to remain outstanding, while requiring Settlement of the other outstanding Non-Ratable Loans. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (vi) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lender to the Companycontrary, the Agent may assume that the applicable Selling Agents conditions precedent set forth in Article 8 have been satisfied and the applicable Paying Agentrequested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances to the applicable Borrower(s) is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances to the applicable Borrower(s). Such agreement notwithstanding, Agents, Swing Lenders, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) for Notes represented Each Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by a Global Noteany Agent (1) on behalf of the applicable Swing Lender, with respect to the authentication outstanding Swing Loans of such Global Note Swing Lender, (2) for itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to each Borrower’s or its Domestic Subsidiaries’ Collections or payments received, as to each by notifying the Trustee Lenders by telecopy, telephone, or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances with respect to the applicable Borrower(s) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) to the applicable Borrower(s) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) to such Borrower(s) as of a Settlement Date, then the applicable Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) to the applicable Borrower(s), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) to the applicable Borrower(s) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) made to the applicable Borrower(s) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the applicable Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) to the applicable Borrower(s). Such amounts made available to the applicable Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing the applicable Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to the applicable Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the applicable Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances to the applicable Borrower(s) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances to such Borrower(s) as of a Settlement Date, the applicable Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by such Agent with respect to principal, interest, fees payable by the applicable Borrower(s) and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, US Agent, to the extent US Protective Advances, US Overadvances, or US Swing Loans are outstanding, may pay over to US Agent or US Swing Lender, as applicable, any Collections or payments received by US Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the US Advances, for DTC Notes” below application to the US Protective Advances, US Overadvances, or US Swing Loans. Between Settlement Dates, US Agent, to the extent no US Protective Advances, US Overadvances, or US Swing Loans are outstanding, may pay over to US Swing Lender any Collections or payments received by US Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the US Advances, for application to US Swing Lender’s Pro Rata Share of the US Advances. If, as of any Settlement Date, Collections or payments of US Borrower or its Domestic Subsidiaries received since the then immediately preceding Settlement Date have been applied to US Swing Lender’s Pro Rata Share of the US Advances other than to US Swing Loans, as provided for in the previous sentence, US Swing Lender shall pay to US Agent for the accounts of the Lenders, and US Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if US Agent has implemented the provisions of Notes Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the US Advances. During the period between Settlement Dates, US Swing Lender with respect to US Swing Loans, US Agent with respect to US Protective Advances and US Overadvances, and each Lender with respect to the US Advances other than US Swing Loans, US Overadvances, and US Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by US Swing Lender, US Agent, or the Lenders, as applicable. Between Settlement Dates, Canadian Agent, to the extent Canadian Protective Advances, Canadian Overadvances, or Canadian Swing Loans are not completed outstanding, may pay over to Canadian Agent or Canadian Swing Lender, as applicable, any Collections or payments received by Canadian Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Advances, for application to the Canadian Protective Advances, Canadian Overadvances, or Canadian Swing Loans. Between Settlement Dates, Canadian Agent, to the extent no Canadian Protective Advances, Canadian Overadvances, or Canadian Swing Loans are outstanding, may pay over to Canadian Swing Lender any Collections or payments received by Canadian Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Advances, for application to Canadian Swing Lender’s Pro Rata Share of the Canadian Advances. If, as of any Settlement Date, Collections or payments of any Canadian Borrower or its Domestic Subsidiaries received since the then immediately preceding Settlement Date have been applied to Canadian Swing Lender’s Pro Rata Share of the Canadian Advances other than to Canadian Swing Loans, as provided for in the previous sentence, Canadian Swing Lender shall pay to Canadian Agent for the accounts of the Lenders, and Canadian Agent shall pay to the Lenders (other than a Defaulting Lender if Canadian Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Canadian Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Canadian Advances. During the period between Settlement Dates, Canadian Swing Lender with respect to Canadian Swing Loans, Canadian Agent with respect to Canadian Protective Advances and Canadian Overadvances, and each Lender with respect to the Canadian Advances other than Canadian Swing Loans, Canadian Overadvances, and Canadian Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Canadian Swing Lender, Canadian Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, the applicable Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (A) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (B) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (C) with respect to Borrower’s and its Restricted Subsidiaries’ Collections or payments received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of any Loan Party received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by Lenders to be equal at all times to such ▇▇▇▇▇▇’s Pro Rata Share of the Company outstanding Revolving Loans. Notwithstanding such agreement, Agent, ▇▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of ▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, the authentication notifying Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (iiNew York, New York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than ▇▇▇▇▇ Fargo in the case of Non-Ratable Loans, if procedures “A” and “B” Agent in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer the case of Notes are not completed on or before Agent Advances) shall make the time set forth in each amount of such section, such offer shall not be settled until the applicable Business Day following the completion ▇▇▇▇▇▇’s Pro Rata Share of the applicable procedures “A” outstanding principal amount of the Non-Ratable Loans and “B,” or Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and Charlottewhether or not the applicable conditions precedent set forth in Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, North Carolinatogether with the portion of such Non-Ratable Loan or Agent Advance representing ▇▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. These proceduresIf any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of ▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from ▇▇▇▇▇ Fargo or the Agent, as well applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by ▇▇▇▇▇ Fargo or Agent, as those described applicable, shall pay to ▇▇▇▇▇ Fargo or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in Part IIfact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute to such Lender, such ▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to ▇▇▇▇▇ Fargo any payments received by Agent, which in accordance with the terms of this Agreement would be modified applied to the reduction of the Revolving Loans, for application to ▇▇▇▇▇ Fargo’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to ▇▇▇▇▇ Fargo’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of Notes by a Selling participation pursuant to Section 2.2(j)(ii) above), as provided for in the previous sentence, ▇▇▇▇▇ Fargo shall pay to Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as principalof such Settlement Date, if so agreed among its Pro Rata Share of the CompanyRevolving Loans. During the period between Settlement Dates, ▇▇▇▇▇ Fargo with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable Selling Agents rate or rates payable under this Agreement on the actual average daily amount of funds employed by Wells Fargo, Agent and the applicable Paying Agentother Lenders.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loan is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, BABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of BABC, with respect to each outstanding BABC Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to collections received, in each case, by a Global Notenotifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (New York time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than BABC, in the case of BABC Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the BABC Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. (New York time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable BABC Loan or Agent Advance and, together with the portion of such BABC Loan or Agent Advance representing BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a BABC Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such BABC Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such BABC Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any BABC Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such BABC Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to BABC any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to BABC's other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to BABC's other outstanding Revolving Loans other than to BABC Loans or Agent Advances, as provided for in the previous sentence, BABC shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, BABC with respect to BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than BABC Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBABC, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) for itself, with respect to each Agent Advance, and (2) with respect to Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender's balance of the Advances and Agent Advances exceeds such Lender's Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender's balance of the Advances and Agent Advances is less than such Lender's Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Agent Advance. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Company in payment terms hereof, Agent shall be entitled to recover for Notes and either (i) for Notes represented by a Global Note, its account such amount on demand from such Lender together with interest thereon at the authentication of such Global Note by the Trustee or other relevant authenticating agent or Defaulting Lender Rate. (ii) for Notes represented by In determining whether a Master Note, the entry Lender's balance of the appropriate entries and/or notations on Advances and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the schedule Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Master Note balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Trustee evidencing Lenders hereunder, and proceeds of Collateral. To the Supplemental Obligation andextent that a net amount is owed to any such Lender after such application, in either case, the delivery such net amount shall be distributed by Agent to that Lender as part of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlementnext Settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Advances is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, the Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances, the Agent Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) for Notes represented itself, with respect to each Agent Loan and Agent Advance, and (2) with respect to Collections received, as to each by notifying the Lenders by telephone and promptly followed by telecopy, or other similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (California time) on the Business Date immediately preceding the date of such requested Settlement (the "Settlement Date"). Such notice of a Global NoteSettlement Date shall include a summary statement of the amount of outstanding Advances, Agent Loans, and Agent Advances for the period since the prior Settlement Date, the authentication amount of repayments received in such period, and the amounts allocated to each Lender of the principal, interest, fees, and other charges for such period. Subject to the terms and conditions contained herein (including Section 2.1(i)(ii)): (y) if a Lender's balance of the Advances, Agent Loans, and Agent Advances exceeds such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, then Agent shall by no later than 1:00 p.m (California time) on the Settlement Date transfer in same day funds to the account of such Global Note Lender as Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances; and (z) if a Lender's balance of the Advances, Agent Loans, and Agent Advances is less than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, such Lender shall no later than 1:00 p.m. (California time) on the Settlement Date transfer in same day funds to such account of the Agent as the Agent may designate, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances. Such amounts made available to the Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Agent Loan or Agent Advance and, together with the portion of such Agent Loan or Agent Advance representing Foothill's Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Trustee or other relevant authenticating agent or terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lenders Rate. (ii) for Notes represented In determining whether a Lender's balance of the Advances, Agent Loans, and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a Master Notenet amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such Settlement; provided, however, that the closing fee payable by Borrower under Section 2.12(a) shall be distributed to the Lenders within three Business Days following the Closing Date without regard to the netting of amounts owing to or owed by any Lender as part of a Settlement. (iii) Between Settlement Dates, the entry Agent, to the extent no Agent Advances or Agent Loans are outstanding, may pay over to Foothill any payments received by the Agent, which in accordance with the terms of the appropriate entries and/or notations Agreement would be applied to the reduction of the Advances, for application to Foothill's Pro Rata Share of the Advances. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to Foothill's Pro Rata Share of the Advances other than to Agent Loans or Agent Advances, as provided for in the previous sentence, Foothill shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, the Agent with respect to Agent Loans and Agent Advances, and each Lender with respect to the Advances other than Agent Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note daily amount of funds employed by the Trustee evidencing Agent or the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresLenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt To facilitate administration of immediately available funds the Loans, the Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Company Borrower) that settlement among them with respect to Swing Line Loans, Protective Advances and other Loans may take place on a date determined from time to time by the Administrative Agent, which shall occur at least weekly. On each settlement date, settlement shall be made with each Lender in payment for Notes and either (i) for Notes represented accordance with the Settlement Report delivered by a Global Notethe Administrative Agent to the Lenders. Between settlement dates, the authentication Administrative Agent may in its discretion apply payments on Loans to Swing Line Loans or Protective Advances, regardless of such Global Note any designation by Borrower or any provision herein to the Trustee contrary. Each Lender’s obligation to make settlements with the Administrative Agent is absolute and unconditional, without offset, counterclaim or other relevant authenticating agent defense, and whether or (ii) for Notes represented by not the Commitments have terminated, an Overadvance exists or the conditions in Section 4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Master NoteBorrower or otherwise, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (any Swing Line Loan or such other Paying Agent as Protective Advance may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until among Lenders hereunder, then each Lender shall be deemed to have purchased from the applicable Administrative Agent a risk participation in each unpaid Swing Line Loan and in each unpaid Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of each such Swing Line Loan and each such Protective Advance and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day following after the completion Administrative Agent’s request therefore. The provisions of this Section 2.19 shall not limit the rights of the applicable procedures “A” and “B,” Swing Line Lender or such later date as the Selling Agent and obligations of the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lenders or the Company, the applicable Selling Agents and the applicable Paying AgentBorrower under Section 2.04.

Settlement. The receipt of immediately available funds by (A) Notwithstanding any provisions herein to the Company in payment for Notes and contrary, a Warrantholder that elects to exercise a Warrant shall elect to either (i) for Notes represented by a Global Note, pay the authentication applicable Exercise Price in respect of such Global Note by Warrant to the Trustee or other relevant authenticating agent Company (“Physical Settlement”) or (ii) for Notes represented net settle such Warrant in accordance with Section 4(C) in lieu of paying the Exercise Price (“Net Settlement”), by marking the applicable box in the relevant Exercise Notice or, in respect of a Master NoteGlobal Warrant, otherwise in accordance with the applicable procedures of the Depositary; provided that a Physical Settlement election shall be invalid (and Net Settlement shall apply) if, as of the date of such Exercise Notice, the entry Confirmation Order does not provide that Section 1145 of Title 11, U.S. Code, as amended, is applicable to the appropriate entries and/or notations on Warrants and the schedule to such Master Note shares of Common Stock underlying the Warrants. (B) In the event that a Warrantholder validly elects Physical Settlement in respect of any exercise of any Warrants evidenced by the Trustee evidencing the Supplemental Obligation and, this Warrant Certificate in either caseaccordance with Sections 3 and 4(A) hereof, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Warrantholder shall receive, shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplementpromptly issue to such Warrantholder, pursuant a number of Shares for each Warrant so exercised equal to the timetable set forth under “Procedures for Notes Issued Warrant Share Number. (C) In the event that Net Settlement applies in Book Entry Form—Settlement Procedures for DTC Notes respect of any exercise of any Warrants evidenced by this Warrant Certificate in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedaccordance with Sections 3 and 4(A) hereof, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such sectionWarrantholder shall receive, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agreepromptly issue to such Warrantholder, a number of Shares for each Warrant so exercised equal to the greater of (x) zero and (y) “X” as determined pursuant to the following formula: X = Y x (A - B) Where: Y = the Warrant Share Number (as of the Determination Date); A = the Fair Market Value of one share of the Common Stock; and B = the Exercise Price (as of the Determination Date). For Notes denominated in U.S. dollarsThe Company shall make all calculations under this Section 4, Business Day and the Warrant Agent shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among have no duty or obligation to verify or confirm the Company, the applicable Selling Agents and the applicable Paying Agent’s calculations.

Settlement. The receipt It is agreed that each applicable ▇▇▇▇▇▇’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders with a Revolver Commitment as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders with a Revolver Commitment on a weekly basis (and, solely with respect to Excess Swing Loans, on the Business Day immediately following the day on which Swing Lender makes any Excess Swing Loan), or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrowers’ Collections or payments received, as to each by notifying the Lenders with a Global NoteRevolver Commitment by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 4:00 p.m. (iiChicago time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender with a Revolver Commitment that is not a Defaulting Lender exceeds such ▇▇▇▇▇▇’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment is less than such ▇▇▇▇▇▇’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing ▇▇▇▇▇▇’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender with a Revolver Commitment on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a ▇▇▇▇▇▇’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such ▇▇▇▇▇▇’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the applicable Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders with a particular offer Revolver Commitment, and Agent shall pay to the Lenders with a Revolver Commitment (other than a Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with a Revolver Commitment with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders with a Revolver Commitment, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the applicable Loans is intended by the Company applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding applicable Loans. Notwithstanding such agreement, the Agent, the Swingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the applicable Loans (including the applicable Swingline Loans and the applicable Agent Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders at least once every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the Swingline Lender, with respect to each applicable outstanding Swingline Loan, (B) for Notes represented itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy or other relevant authenticating agent or electronic transmission, no later than 12:00 noon (iiNew York City time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Swingline Lender, if procedures “A” in the case of applicable Swingline Loans and “B” the Agent in “Procedures for Notes Issued in Book-Entry Form—the case of applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to the Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer shall not be settled until Article IX have then been satisfied. Such amounts made available by the applicable Business Day following Lenders to the completion Agent shall be applied against the amounts of the applicable procedures “Swingline Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Swingline Lenders’ Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate, the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans, (1) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (2) for itself, with respect to each applicable Agent Advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A” ) shall irrevocably and “unconditionally purchase and receive from the Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or Agent Advance and (B,” ) if Settlement has not previously occurred with respect to such Swingline Loans or such later date Agent Advances, upon demand by the Agent, as applicable, shall pay to the Swingline Lender or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to one- hundred percent (100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iii) Notwithstanding any provisions of Section 2.4(f) to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the applicable Loans, for application to the Swingline Lender’s Loans including applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Swingline Lender’s Loans (other than to applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Swingline Lender shall pay to the Agent for the accounts of the applicable Lenders, to be applied to the applicable outstanding Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the applicable Loans. During the period between Settlement Dates, the Swingline Lender with respect to applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the applicable Loans other than applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Agent and the Company shall agree. For Notes denominated in U.S. dollarsother Lenders, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling respectively. (v) Unless the Agent as principal, if so agreed among has received written notice from the CompanyRequired Lenders to the contrary, the applicable Selling Agents and Agent may assume that the applicable Paying Agentconditions precedent set forth in Article IX have been satisfied.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the Company outstanding Revolving Loans. Notwithstanding such agreement, Agent, ▇▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of ▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, the authentication notifying Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (iiNew York, New York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than ▇▇▇▇▇ Fargo in the case of Non-Ratable Loans, if procedures “A” and “B” Agent in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer the case of Notes are not completed on or before Agent Advances) shall make the time set forth in each amount of such section, such offer shall not be settled until the applicable Business Day following the completion Lender’s Pro Rata Share of the applicable procedures “A” outstanding principal amount of the Non-Ratable Loans and “B,” or Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and Charlottewhether or not the applicable conditions precedent set forth in Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, North Carolinatogether with the portion of such Non-Ratable Loan or Agent Advance representing ▇▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. These proceduresIf any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of ▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from ▇▇▇▇▇ Fargo or the Agent, as well applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by ▇▇▇▇▇ Fargo or Agent, as those described applicable, shall pay to ▇▇▇▇▇ Fargo or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in Part IIfact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to ▇▇▇▇▇ Fargo any payments received by Agent, which in accordance with the terms of this Agreement would be modified applied to the reduction of the Revolving Loans, for application to ▇▇▇▇▇ Fargo’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to ▇▇▇▇▇ Fargo’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of Notes by a Selling participation pursuant to Section 2.2(j)(ii) above), as provided for in the previous sentence, ▇▇▇▇▇ Fargo shall pay to Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as principalof such Settlement Date, if so agreed among its Pro Rata Share of the CompanyRevolving Loans. During the period between Settlement Dates, ▇▇▇▇▇ Fargo with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable Selling Agents rate or rates payable under this Agreement on the actual average daily amount of funds employed by ▇▇▇▇▇ Fargo, Agent and the applicable Paying Agentother Lenders.

Settlement. (a) The receipt settlement of the Redemptions, the Conversion, and the Offering (as defined below) (the “Settlement”) shall take place on the “Closing Date” as defined in the Underwriting Agreement, or at such other place or date as the Holders and the Company, may agree upon, such time and date of the Redemption and the closing of the Offering being herein referred to as the “Settlement Date.” (b) Subject to the terms and conditions set forth herein, on the Settlement Date, substantially contemporaneously, (i) each Holder shall surrender its Note to the Company for redemption and cancellation in accordance with Section 2.05 of each Note (and such cancellation shall promptly be effected), and (ii) the Company shall, (A) by wire transfer of immediately available funds to the accounts specified by each Holder on Schedule 1 hereto, cause the applicable portion of the Aggregate Exchange Cash Consideration and Aggregate Accrued Interest Amount set forth opposite such Holder’s name on Schedule 1 hereto to be delivered to each Holder and (B) issue and deliver, or cause its transfer agent to issue and deliver, the applicable number of Class A Shares set forth opposite each Holder’s name on Schedule 1 to the Holder or its designee. (c) Each Holder hereby acknowledges and agrees with the Company that, effective upon the Settlement on the Settlement Date, the Company shall have satisfied in payment for Notes full all of its obligations to such Holder under such Holder’s Note and either the Note Purchase Agreement (including in respect of the Make Whole Amount) and all other obligations under such Holder’s Note, other than (i) for Notes represented by a Global Note, obligations of the authentication Company under such ▇▇▇▇▇▇’s Note that pursuant to Section 8.04 of such Global the Holder’s Note by the Trustee or other relevant authenticating agent or survive and (ii) for Notes represented by a Master Note, the entry obligations of the appropriate entries and/or notations on Company under Section 7.3, Section 9.2(a)(ii) and Section 9.2(b) of the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation andPurchase Agreement, in either each case, which shall survive until fully performed in accordance with the delivery of such Notes by the Issuing terms, and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant subject to the timetable limitations, set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agenttherein.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by Lenders to be equal at all times to such L▇▇▇▇▇’s Pro Rata Share of the Company outstanding Revolving Loans. Notwithstanding such agreement, Agent, W▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of W▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, the authentication notifying Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (iiNew York, New York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than W▇▇▇▇ Fargo in the case of Non-Ratable Loans, if procedures “A” and “B” Agent in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer the case of Notes are not completed on or before Agent Advances) shall make the time set forth in each amount of such section, such offer shall not be settled until the applicable Business Day following the completion L▇▇▇▇▇’s Pro Rata Share of the applicable procedures “A” outstanding principal amount of the Non-Ratable Loans and “B,” or Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and Charlottewhether or not the applicable conditions precedent set forth in Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, North Carolinatogether with the portion of such Non-Ratable Loan or Agent Advance representing W▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. These proceduresIf any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of W▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from W▇▇▇▇ Fargo or the Agent, as well applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by W▇▇▇▇ Fargo or Agent, as those described applicable, shall pay to W▇▇▇▇ Fargo or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in Part IIfact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute to such Lender, such L▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to W▇▇▇▇ Fargo any payments received by Agent, which in accordance with the terms of this Agreement would be modified applied to the reduction of the Revolving Loans, for application to W▇▇▇▇ Fargo’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to W▇▇▇▇ Fargo’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of Notes by a Selling participation pursuant to Section 2.2(j)(ii) above), as provided for in the previous sentence, W▇▇▇▇ Fargo shall pay to Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as principalof such Settlement Date, if so agreed among its Pro Rata Share of the CompanyRevolving Loans. During the period between Settlement Dates, W▇▇▇▇ Fargo with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable Selling Agents rate or rates payable under this Agreement on the actual average daily amount of funds employed by Wells Fargo, Agent and the applicable Paying Agentother Lenders.

Settlement. The receipt 6.1 Unless otherwise specified in the applicable Placement Notice, settlement for sales of immediately available funds by the Company in payment for Notes and either (i) for Notes represented by a Global Note, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations Placement Shares will occur on the schedule to such Master Note by second (2nd) Trading Day on the Trustee evidencing applicable stock exchange on which the Supplemental Obligation andPlacement Shares were sold or, if the Placement Shares are not sold on a stock exchange, on the second (2nd) Trading Day (or, in either case, the delivery of such Notes earlier day as is agreed by the Issuing Corporation and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will Agent or Agents to be settled within two to five Business Days, or at industry practice for regular-way trading) following the date on which such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures sales are made (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedThe amount of proceeds to be delivered to the Corporation on a Settlement Date against the receipt of the Placement Shares sold (“Net Proceeds”) will be equal to the aggregate sales price at which such Placement Shares were sold, if procedures “A” after deduction for the commission or other compensation for such sales payable by the Corporation to the applicable Agent pursuant to Section 3.2 hereof. 6.2 On each Settlement Date, the Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the applicable Agent’s account or its designee’s account (provided that the applicable Agent shall have given the Corporation written notice of such designee at least one (1) Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit Withdrawal at Custodian System for Placement Shares sold in the United States and “B” at CDS Clearing and Depository Services Inc. though its CDSX system for Placement Shares sold in “Procedures for Notes Issued Canada or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in Book-Entry Form—all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the applicable Agent will, on each Settlement Procedures for DTC Notes” below for Date, deliver the related Net Proceeds in same day funds to an account designated by the Corporation prior to the Settlement Date. If the Corporation defaults in its obligation to deliver Placement Shares on a particular offer of Notes are not completed on or before Settlement Date, the time Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Article XII hereto, it will: (i) hold the Agents harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Corporation; and (ii) pay to each Agent any commission, discount, or other compensation to which such sectionAgent would otherwise have been entitled absent such default; provided, such offer however, that without limiting Article XII herein, the Corporation shall not be settled until obligated to pay to the applicable Business Day following Agent any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (i) a suspension or material limitation in trading in securities generally on the completion NYSE or the TSX; (ii) a material disruption in securities settlement or clearance services in the United States or Canada; or (iii) failure by an Agent to comply with its obligations under the terms of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentthis Agreement.

Settlement. The receipt RSUs shall be settled (to the extent outstanding and vested as of immediately available funds by each applicable settlement date) in eight equal increments on the Company in payment for Notes last business day of each calendar quarter beginning on the initial settlement date, December 31, 2024. Notwithstanding the foregoing, any RSUs that are then outstanding and either vested (determined following application of the second sentence of Section 3.5(b)) will be settled upon the earlier of (i) for Notes represented by a Global Note, the authentication Change of such Global Note by the Trustee or other relevant authenticating agent or Control (as defined below) and (ii) for Notes represented by a Master NoteProtected Termination. At the election of the Company or the Executive prior to each settlement date, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may RSUs shall be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.net settled” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree retain such number of shares for sale on behalf of the Executive at a price equal to the fair market value of the shares on the settlement date as will be sufficient for the payment of withholding tax liability. The shares underlying the RSUs (including reoffers and specify in the applicable Pricing Supplement, resales thereof) shall be issued pursuant to an effective registration statement under the timetable set forth under Securities Exchange Act of 1934, as amended (the “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement DateExchange Act”), and the rules and regulations thereunder. Unless otherwise agreedAs used herein, if procedures the term “AChange of Control” and “B” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer Rule 13d-3 under the Exchange Act) of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion securities representing more than 50% of the applicable procedures “A” and “B,” or such later date as the Selling Agent and combined voting power of the Company shall agree. For Notes denominated is acquired by any “person” as defined in U.S. dollars, Business Day shall mean a business day in New York, New York sections 13(d) and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase 14(d) of Notes by a Selling Agent as principal, if so agreed among the Exchange Act (other than the Company, any subsidiary of the applicable Selling Agents and Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the applicable Paying AgentCompany), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all, or assets having a gross fair market value in excess of 40% of the gross fair market value of all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the applicable Loans is intended by the Company applicable Lenders to be equal at all times to such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding applicable Loans. Notwithstanding such agreement, the Agent, the Swingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the applicable Loans (including the applicable Swingline Loans and the applicable Agent Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders at least once every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the Swingline Lender, with respect to each applicable outstanding Swingline Loan, (B) for Notes represented itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy or other relevant authenticating agent or electronic transmission, no later than 12:00 noon (iiNew York City time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Swingline Lender, if procedures “A” in the case of applicable Swingline Loans and “B” the Agent in “Procedures for Notes Issued in Book-Entry Form—the case of applicable Agent Advances) shall transfer the amount of such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to the Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer shall not be settled until Article IX have then been satisfied. Such amounts made available by the applicable Business Day following Lenders to the completion Agent shall be applied against the amounts of the applicable procedures “Swingline Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Swingline Lenders’ Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate, the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans, (1) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (2) for itself, with respect to each applicable Agent Advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A” ) shall irrevocably and “unconditionally purchase and receive from the Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Agent Advance equal to such ▇▇▇▇▇▇’s Pro Rata Share of such Swingline Loan or Agent Advance and (B,” ) if Settlement has not previously occurred with respect to such Swingline Loans or such later date Agent Advances, upon demand by the Agent, as applicable, shall pay to the Swingline Lender or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to one- hundred percent (100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iii) Notwithstanding any provisions of Section 2.4(f) to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender, such ▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the applicable Loans, for application to the Swingline Lender’s Loans including applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Swingline Lender’s Loans (other than to applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Swingline Lender shall pay to the Agent for the accounts of the applicable Lenders, to be applied to the applicable outstanding Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the applicable Loans. During the period between Settlement Dates, the Swingline Lender with respect to applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the applicable Loans other than applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Agent and the Company shall agree. For Notes denominated in U.S. dollarsother Lenders, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling respectively. (v) Unless the Agent as principal, if so agreed among has received written notice from the CompanyRequired Lenders to the contrary, the applicable Selling Agents and Agent may assume that the applicable Paying Agentconditions precedent set forth in Article IX have been satisfied.

Settlement. The receipt Agent and the Lenders hereby agree that, except in the ---------- case of immediately available funds Loans consisting of Settlement Loans or Agent Advances, each Lender's funded portion of the Loans is intended to be equal at all times to such Lender's Participation in the outstanding Loans. The Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Company Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Settlement Loans, Agent Advances and other Loans shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on ---------- a basis not less frequently than once during each five (5) Business Day period, or on a more frequent basis if so determined by the Agent, (A) on behalf of BACAN or BAUK, with respect to each outstanding Settlement Loan, and (B) for Notes represented itself, with respect to each Agent Advance, by a Global Notenotifying the other applicable Lenders by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (Local time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than --------------- BACAN and BAUK, in the case of Settlement Loans) shall make the amount of such Lender's Participation in the outstanding principal amount of the Settlement Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BACAN and BAUK, in same day funds, to such account of the Agent as the Agent may designate, no later than 2:00 p.m. (Local time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent for Revolving Loans set forth herein have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Settlement Loan or Agent Advance and, together with the portion of such Settlement Loan or Agent Advance representing BACAN's or BAUK's Participation thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or interest rate then applicable to the Revolving Loans with respect to which Settlement is to be made. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of an Event or an Event of Default and regardless of whether the Agent has requested a Master NoteSettlement with respect to a Settlement Loan or Agent Advance), each other Canadian Lender or U.K. Lender, as the case may be, shall irrevocably and unconditionally purchase and receive from BACAN, BAUK or the Agent, as applicable, without recourse or warranty, an undivided interest and Participation in such Settlement Loan or Agent Advance to the extent of such Lender's Participation therein by paying to the Agent, in same day funds, an amount equal to such Lender's Participation in such Settlement Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the interest rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Settlement Loan or Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Participation in all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Settlement Loan or Agent Advance. (iv) If any payments are received by the Agent which, in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations on Revolving Loans, and no Settlement Loans or Agent Advances are then outstanding, the schedule Agent may pay over such amounts to BACAN or BAUK, as the case may be, for application to BACAN's or BAUK's, as the case may be, Participation in such Revolving Loans. If , as of any Settlement Date, payments received since the then immediately preceding Settlement Date have been applied to BACAN's or BAUK's, as the case may be, Participation in the Revolving Loans other than Settlement Loans and Agent Advances, as provided for in the immediately preceding sentence, then BACAN or BAUK, as the case may be, shall pay to the Agent, for the account of the applicable Canadian Lenders or U.K. Lenders, as the case may be, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall have outstanding, as of such Settlement Date, after giving effect to such Master Note by payments, its Participation in such Revolving Loans; provided, that the Trustee evidencing the Supplemental Obligation andAgent may net payments due from BACAN or BAUK, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplementcase may be, pursuant to this sentence against payments due to BACAN or BAUK, as the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred case may be, pursuant to as a “Section 2.2(j)(i) on the applicable Settlement Date”), and require BACAN, BAUK or the other Lenders, as applicable, to make only the amount of the payment due after such netting. Unless otherwise agreedAs of each Settlement Date, if procedures “A” each of (a) BACAN and “B” in “Procedures for Notes Issued in Book-Entry Form—BAUK with respect to Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before Loans, (b) the time set forth in Agent with respect to Agent Advances, and (c) each such sectionLender with respect to the Revolving Loans other than Settlement Loans and Agent Advances, such offer shall not be settled until entitled to interest at the applicable Business Day following rate or rates payable under this Agreement on the completion actual daily amount of funds employed by BACAN, BAUK, the applicable procedures “A” and “B,” Agent or such later date as Lender since the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentimmediately preceding Settlement Date.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by Lenders to equal, at all times, such Lender’s Pro Rata Share of the Company outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances, and (3) with respect to the Company’s or its Subsidiaries’ Collections or payments received, as to each by a Global Notenotifying Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 3:00 p.m. (iiNew York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”); provided that for purposes of settling any Swing Loan or Protective Advance by the Foreign Borrower, the Agent shall give the Lenders at least three Business Days prior notice. Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (x) if procedures “the amount of the Advances (including Swing Loans and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than (A” ) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and “(B” ) with respect to amounts denominated in “Procedures Euros, 2:00 p.m. (London time), in each case, on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (y) if the amount of the Advances (including Swing Loans and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 2:00 p.m. (London time), in each case, on the Settlement Date transfer in immediately available funds to Agent’s Applicable Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances). Such amounts made available to Agent under clause (y) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of the Company or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of Lenders, and Agent shall pay to Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the time contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender's funded portion of the Advances and Capital Expenditures Loans is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances and Capital Expenditures Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Advances, the Capital Expenditures Loans, the Swing Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with respect to each Agent Advance, and (3) with respect to Borrower's or its Subsidiaries' Collections received by Agent, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Capital Expenditures Loans, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender's balance of the Advances and Capital Expenditures Loans (in each case, including Swing Loans and Agent Advances) exceeds such Lender's Pro Rata Share of the Advances and Capital Expenditures Loans (in each case, including Swing Loans and Agent Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Capital Expenditures Loans (in each case, including Swing Loans and Agent Advances), and (z) if a Lender's balance of the Advances (including Swing Loans and Agent Advances) is less than such Lender's Pro Rata Share of the Advances and Capital Expenditures Loans (in each case, including Swing Loans and Agent Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Capital Expenditures Loans (in each case, including Swing Loans and Agent Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Agent Advances and, together with the portion of such Swing Loans or Agent Advances representing Swing Lender's Pro Rata Share thereof, shall constitute Advances or Capital Expenditures Loans, as applicable, of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Company in payment terms hereof, Agent shall be entitled to recover for Notes and either (i) for Notes represented by a Global Note, its account such amount on demand from such Lender together with interest thereon at the authentication of such Global Note by the Trustee or other relevant authenticating agent or Defaulting Lender Rate. (ii) for Notes represented by In determining whether a Master Note, the entry Lender's balance of the appropriate entries and/or notations Advances, Capital Expenditures Loans, Swing Loans, and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Capital Expenditures Loans, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement. (iii) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances or Capital Expenditures Loans, as applicable, for application to Swing Lender's Pro Rata Share of the Advances or Capital Expenditures Loans, as applicable. If, as of any Settlement Date, Collections of Borrower or its Subsidiaries received by Agent since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances or Capital Expenditures Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances or Capital Expenditures Loans, as applicable, of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances and Capital Expenditures Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Advances or Capital Expenditures Loans other than Swing Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note daily amount of funds employed by the Trustee evidencing the Supplemental Obligation andSwing Lender, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business DaysAgent, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresLenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Credit Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Credit Loans. Such agreement notwithstanding, the Administrative Agent, the Swing Lender and the other Lenders agree (which agreement shall not be for the benefit of the Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (A) on behalf of the Swing Lender, with respect to the outstanding Swing Loans, (B) for Notes represented itself, with respect to the outstanding Extraordinary Advances and (C) with respect to any Loan Party’s or any of their respective Subsidiaries’ payments or other amounts received, in each case by a Global Notenotifying the Lenders by facsimile, the authentication telephone or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Credit Loans (including Swing Loans and Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.17): (A) if the amount of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then the Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to the account as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances), and (B) if procedures “A” the amount of the Revolving Credit Loans (including Swing Loans and “Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to the Administrative Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to the Administrative Agent under clause (B” ) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Credit Loans of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement and subject to Section 8.03, apply to such balance the portion of payments actually received in “Procedures immediately available funds by the Administrative Agent with respect to principal, interest and fees payable by the Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) To the extent Extraordinary Advances or Swing Loans are outstanding between Settlement Dates, the Administrative Agent may pay over to the Administrative Agent or the Swing Lender, as applicable, any payments or other amounts received by the Administrative Agent that in accordance with the terms of this Agreement would be applied to the reduction of the outstanding Revolving Credit Loans, for Notes Issued application to such Extraordinary Advances or Swing Loans. Between Settlement Dates, the Administrative Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to the Swing Lender any payments or other amounts received by the Administrative Agent, that in Book-Entry Form—accordance with the terms of this Agreement would be applied to the reduction of the Revolving Credit Loans, for application to the Swing Lender’s Pro Rata Share of the Revolving Credit Loans. If, as of any Settlement Procedures Date, payments or other amounts of the Loan Parties or their respective Subsidiaries received since the immediately preceding Settlement Date have been applied to the Swing Lender’s Pro Rata Share of the Revolving Credit Loans other than to Swing Loans, as provided for DTC Notes” below in the immediately preceding sentence, the Swing Lender shall pay to the Administrative Agent for the accounts of the Lenders, and the Administrative Agent shall pay to the Lenders (subject to clause (iv) below), to be applied to the outstanding Revolving Credit Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Credit Loans. Solely as among the Administrative Agent, the Swing Lender and the other Lenders, during the period between Settlement Dates, the Swing Lender with respect to the outstanding daily amount of principal of Swing Loans, the Administrative Agent with respect to the outstanding daily amount of principal of Extraordinary Advances, and each Lender with respect to the outstanding daily amount of principal of Revolving Credit Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, during the period between Settlement Dates, none of the Swing Lender with respect to Swing Loans, the Administrative Agent with respect to Extraordinary Advances, or any Lender with respect to the Revolving Credit Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest from any Loan Party or any of their Subsidiaries on the amount of principal repaid after the date of repayment of such principal. (iv) Anything in this Section 2.02(g) to the contrary notwithstanding, in the event that a particular offer of Notes are not completed on or before Lender is a Defaulting Lender, the time Administrative Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.17.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Obligated Parties) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, including the Non-Ratable Loans and the Agent Advances, shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone, or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (iiChicago, Illinois time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of the Non-Ratable Loans, and “B” the Agent, in “Procedures for Notes Issued in Bookthe case of the Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to which Settlement Procedures for DTC Notes” below for is requested to the Agent, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. (Chicago, Illinois time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article IV have then been satisfied. Such amounts transferred to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Agent Advance for which the Agent has requested Settlement and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s or the Agent’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans (1) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan and (2) for itself, with respect to each Agent Advance. (ii) Notwithstanding the foregoing, not more than one Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A” ) shall irrevocably and “unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance, and (B,” ) if Settlement has not previously occurred with respect to such Non-Ratable Loans or such later date Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to 100% of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact transferred to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Agent may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the payment of the Revolving Loans, for application to the Bank’s Revolving Loans, including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which a Lender has not yet funded its purchase of a participation pursuant to clause (ii) preceding), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent, and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (v) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Borrower or Lender to the Companycontrary, the Agent may assume that the applicable Selling Agents conditions precedent set forth in Article IV have been satisfied and the applicable Paying Agentrequested Borrowing will not exceed the Unused Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. The receipt To facilitate administration of immediately available funds the Loans, the Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Company Borrower) that settlement among them with respect to Swing Line Loans, Protective Advances and other Loans may take place on a date determined from time to time by the Administrative Agent, which shall occur at least weekly. On each settlement date, settlement shall be made with each Lender in payment for Notes and either (i) for Notes represented accordance with the Settlement Report delivered by a Global Notethe Administrative Agent to the Lenders. Between settlement dates, the authentication Administrative Agent may in its discretion apply payments on Loans to Swing Line Loans or Protective Advances, regardless of such Global Note any designation by Borrower or any provision herein to the Trustee contrary. Each Lender’s obligation to make settlements with the Administrative Agent is absolute and unconditional, without offset, counterclaim or other relevant authenticating agent defense, and whether or (ii) for Notes represented by not the Commitments have terminated, an Overadvance exists or the conditions in Section ‎4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Master NoteBorrower or otherwise, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (any Swing Line Loan or such other Paying Agent as Protective Advance may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until among Lenders hereunder, then each Lender shall be deemed to have purchased from the applicable Administrative Agent a risk participation in each unpaid Swing Line Loan and in each unpaid Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of each such Swing Line Loan and each such Protective Advance and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day following after the completion Administrative Agent’s request therefore. The provisions of this Section ‎2.19 shall not limit the rights of the applicable procedures “A” and “B,” Swing Line Lender or such later date as the Selling Agent and obligations of the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lenders or the Company, the applicable Selling Agents and the applicable Paying AgentBorrower under Section ‎2.04.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Advances is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, the Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances, the Agent Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) for Notes represented itself, with respect to each Agent Loan and Agent Advance, and (2) with respect to Collections received, as to each by notifying the Lenders by telephone and promptly followed by telecopy, or other similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (Boston time) on the Business Date immediately preceding the date of such requested Settlement (the "Settlement Date"). Such notice of a Global NoteSettlement Date shall include a summary statement of the amount of outstanding Advances, Agent Loans, and Agent Advances for the period since the prior Settlement Date, the authentication amount of repayments received in such period, and the amounts allocated to each Lender of the principal, interest, fees, and other charges for such period. Subject to the terms and conditions contained herein: (y) if a Lender's balance of the Advances, Agent Loans, and Agent Advances exceeds such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, then Agent shall by no later than 1:00 p.m. (Boston time) on the Settlement Date transfer in same day funds to the account of such Global Note Lender as Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances; and (z) if a Lender's balance of the Advances, Agent Loans, and Agent Advances is less than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, such Lender shall no later than 1:00 p.m. (Boston time) on the Settlement Date transfer in same day funds to such account of the Agent as the Agent may designate, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances. Such amounts made available to the Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Agent Loan or Agent Advance and, together with the portion of such Agent Loan or Agent Advance representing each Lender's Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Trustee or other relevant authenticating agent or terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lenders Rate. (ii) for Notes represented In determining whether a Lender's balance of the Advances, Agent Loans, and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a Master Notenet amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such Settlement. (iii) Between Settlement Dates, the entry Agent, to the extent no Agent Advances or Agent Loans are outstanding, may pay over to Lenders any payments received by the Agent, which in accordance with the terms of the appropriate entries and/or notations Agreement would be applied to the reduction of the Advances, for application to Lenders' Pro Rata Share of the Advances. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to Lenders' Pro Rata Share of the Advances other than to Agent Loans or Agent Advances, as provided for in the previous sentence, Lenders shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, the Agent with respect to Agent Loans and Agent Advances, and each Lender with respect to the Advances other than Agent Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note daily amount of funds employed by the Trustee evidencing Agent or the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresLenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt Agent and the Lenders hereby agree that, except in the case of immediately available funds Settlement Loans and Agent Advances, each Lender's funded portion of the Revolving Loans is intended to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. The Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by any Borrower) that in order to facilitate the Company administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Settlement Loans and the Agent Advances shall take place on a periodic basis in payment for Notes and either accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, with respect to (1) each outstanding Settlement Loan, (2) each outstanding Agent Advance, and (3) collections received, by notifying the other Lenders by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (San Francisco, California time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than BABC, in the case of Settlement Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Settlement Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for Notes represented itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 1:00 p.m. (San Francisco, California time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 9 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Settlement Loan or Agent Advance and, together with the portion of such Settlement Loan or Agent Advance representing BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by a Global Noteany Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Post-Petition Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Settlement Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Settlement Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such Settlement Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Post-Petition Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Settlement Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Settlement Loan or Agent Advance. (iv) If any payments are received by the Agent which, in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Post-Petition Revolving Loans, and no Settlement Loans or Agent Advances are then outstanding, the Agent may pay over such amounts to BABC for application to BABC's Post-Petition Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to BABC's Post-Petition Revolving Loans other than Settlement Loans and Agent Advances, as provided for in the immediately preceding sentence, BABC shall pay to the Agent, for the accounts of the Lenders, to be applied to the outstanding Post-Petition Revolving Loans of such Lenders, an amount such that each Lender shall have outstanding, as of such Settlement Date, after giving effect to such payments, its Pro Rata Share of such Revolving Loans; provided, that the Agent may net payments due from BABC pursuant to this sentence against payments due to BABC pursuant to Section 2.1(k)(i) on the schedule applicable Settlement Date, and require either BABC or the other Lenders, as applicable, to make only the amount of the payment due after such Master Note by the Trustee evidencing the Supplemental Obligation andnetting. As of each Settlement Date, in either caseBABC with respect to Settlement Loans, the delivery of such Notes by Agent with respect to Agent Advances, and each Lender with respect to the Issuing Revolving Loans other than Settlement Loans and Paying Agent (or such other Paying Agent as may Advances, shall be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or entitled to interest at the applicable Pricing Supplement)rate or rates payable under this Agreement on the actual average daily amount of funds employed by BABC, shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among other Lenders since the Company, the applicable Selling Agents and the applicable Paying Agentimmediately preceding Settlement Date.

Settlement. The receipt It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Advances and the Swing Loans, shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan and (2) with respect to Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 5:00 p.m. (Boston, Massachusetts time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances and Swing Loans, for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender's balance of the Advances and Swing Loans exceeds such Lender's Pro Rata Share of the Advances and Swing Loans as of a Settlement Date, then Agent shall, by no later than 3:00 p.m. (Boston, Massachusetts time) on the Settlement Date, transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and (z) if a Lender's balance of the Advances and Swing Loans is less than such Lender's Pro Rata Share of the Advances and Swing Loans, as of a Settlement Date, such Lender shall no later than 3:00 p.m. (Boston, Massachusetts time) on the Settlement Date transfer in immediately available funds to the Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Swing Loans. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loan and, together with the portion of such Swing Loan representing Swing Lender's Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Company in payment terms hereof, Agent shall be entitled to recover for Notes and either (i) for Notes represented by a Global Note, its account such amount on demand from such Lender together with interest thereon at the authentication of such Global Note by the Trustee or other relevant authenticating agent or Defaulting Lender Rate. (ii) for Notes represented by In determining whether a Master Note, the entry Lender's balance of the appropriate entries and/or notations Advances and Swing Loans is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances and Swing Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement. (iii) Between Settlement Dates, Agent, to the extent no Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender's Pro Rata Share of the Advances. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note daily amount of funds employed by the Trustee evidencing the Supplemental Obligation andSwing Lender, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business DaysAgent, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresLenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, the Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Swing Line Loans shall take place on a periodic basis in accordance with the following provisions: (i) The receipt Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (New York time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Swing Line Loans and Advances for the period since the prior Settlement Date, the amount of repayments received in such period, and the amounts allocated to each Lender of the interest, fees, and other charges for such period. Subject to the terms and conditions contained herein (including Section 2.2(b)(iii)): (y) if a Lender's balance of the Advances and Swing Line Loans exceeds such Lender's Pro Rata Share of the Advances as of a Settlement Date, then the Agent shall by no later than 2:00 p.m. (New York time) on the Settlement Date transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Swing Line Loans; and (z) if a Lender's balance of the Advances and Swing Line Loans is less than such Lender's Pro Rata Share of the Advances and Swing Line Loans as of a Settlement Date, such Lender shall no later than 12:00 p.m. (New York time) on the Settlement Date transfer in immediately available funds to such account of the Agent as the Agent may designate, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Swing Line Loans. Such amounts made available to the Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan and, together with the portion of such Swing Line Loan constitute Advances of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Company in payment for Notes and either (i) for Notes represented by a Global Noteterms hereof, the authentication of Agent shall be entitled to recover for its account such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Defaulting Lenders Rate. (ii) for Notes represented by In determining whether a Master NoteLender's balance of the Advances and Swing Line Loans is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances and Swing Line Loans as of a Settlement Date, the entry Agent shall, as part of the appropriate entries and/or notations on the schedule relevant Settlement, apply to such Master Note balance the portion of payments actually received in good funds by the Trustee evidencing Agent with respect to principal, interest, fees payable by the Supplemental Obligation andBorrower and allocable to the Lenders hereunder, in either caseand proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by the delivery Agent to that Lender as part of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlementnext Settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.

Settlement. The receipt Each Lender's funded portion of immediately available funds the Loans is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Loans. Notwithstanding such agreement, the Agent, Bank One, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Loan Parties) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Loans, including the Non-Ratable Loans, Overadvances, and Protective Advances shall take place on a periodic basis in accordance with the following provisions: (a) The Agent shall request settlement (a "SETTLEMENT") with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent's election, (i) for Notes represented by a Global Noteitself, the authentication of such Global Note by the Trustee or other relevant authenticating agent or with respect to each Non-Ratable Loan, Overadvances and Protective Advance, and (ii) for Notes represented with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone, or e-mail no later than noon (Chicago time) on the date of such requested Settlement (the "SETTLEMENT DATE"). Each Lender (other than the Agent, in the case of the Non-Ratable Loans, Overadvances and Protective Advances) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Agent, to such account of the Agent as the Agent may designate, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the existence of a Master NoteDefault or an Unmatured Default and whether or not the applicable conditions precedent set forth in Section 4.2 have then been satisfied. Such amounts transferred to the Agent shall be applied against the amounts of the applicable Loan and, together with Bank One's Pro Rata Share of such Non-Ratable Loan, Overadvances or Protective Advance, shall constitute Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the entry of the appropriate entries and/or notations Agent shall be entitled to recover such amount on the schedule to demand from such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system Lender together with interest thereon as specified in Section 2.23. (b) From and after the Global Note and/or the applicable Pricing Supplement)date, shall constitute “settlement.” Offerings will be settled within two if any, on which any Lender is required to five Business Daysfund its participation in any Non-Ratable Loan, Overadvances or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, Protective Advance purchased pursuant to Section 2.2, the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each Agent shall promptly distribute to such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such sectionLender, such offer shall not be settled until Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the applicable Business Day following the completion Agent in respect of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentLoan.

Settlement. The receipt (a) Each Lender's funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Obligated Parties) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, including the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (a "Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent's election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone, e-mail, or other similar form of transmission, of such requested Settlement, no later than 10:00 a.m. (Pacific time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Bank, in the case of the Non- Ratable Loans, and the Agent in the case of the Agent Advances) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and the Agent Advances with respect to which Settlement is requested to the Agent, to such account of the Agent as the Agent may designate, not later than 12:00 noon (Pacific time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Global NoteDefault or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts transferred to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the authentication Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Base Rate Revolving Loans (Y) on behalf of such Global Note by the Trustee or other relevant authenticating agent or Bank, with respect to each outstanding Non-Ratable Loan and (Z) for itself, with respect to each Agent Advance. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance, and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact transferred to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Agent may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which a Lender has not yet funded its purchase of a participation pursuant to clause (ii) preceding), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBank, the delivery of such Notes by Agent, and the Issuing and Paying other Lenders. (v) Unless the Agent (has received written notice from the Obligated Parties or such other Paying a Lender to the contrary, the Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or assume that the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time conditions precedent set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent Article 8 have been satisfied and the Company requested Borrowing will not exceed the Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan. (b) The Lenders' Failure to Perform. All Revolving Loans (other than Non- Ratable Loans and Agent Advances) shall agreebe made by the Lenders simultaneously and in accordance with their Pro Rata Shares. For Notes denominated in U.S. dollars, Business Day It is understood that (i) no Lender shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified responsible for any purchase failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, nor shall any Commitment of Notes any Lender be increased or decreased as a result of any failure by a Selling Agent as principalany other Lender to perform its obligation to make any Revolving Loans hereunder, if so agreed among (ii) no failure by any Lender to perform its obligation to make any Revolving Loans hereunder shall excuse any other Lender from its obligation to make any Revolving Loans hereunder, and (iii) the Companyobligations of each Lender hereunder shall be several, the applicable Selling Agents not joint and the applicable Paying Agentseveral.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (a) (i) for Notes represented Each Lender’s funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee or Borrowers) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement (“Settlement”) with the Lenders on at least a Master Noteweekly basis, the entry or on a more frequent basis at Agent’s election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (New York City time) on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Non-Ratable Loans and “B” the Agent in “Procedures for Notes Issued in Bookthe case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” and “B,” Non-Ratable Loan or Agent Advance and, together with the portion of such later date as Non-Ratable Loan or Agent Advance representing the Selling Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount required hereunder to be so transferred is not transferred to the Agent and by any Lender on the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the CompanySettlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable Selling Agents to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, but only to the applicable Paying Agentextent such amount is not paid by such Borrower.

Settlement. The receipt (a) It is agreed that each Lender's funded portion of the advances is intended by the Lenders to equal, at all times, such Lender's Percentage Share of the outstanding advances. Such agreement notwithstanding, Administrative Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans and the Swing Loans shall take place on a periodic basis in accordance with the following provisions: (b) Administrative Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Administrative Agent on behalf of Swing Lender, with respect to the outstanding Swing Loans, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding advances and Swing Loans for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (y) if a Lender's balance of the advances (including Swing Loans) exceeds such Lender's Percentage Share of the Advances (including Swing Loans) as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a deposit account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Percentage Share of the advances (including Swing Loans), and (z) if a Lender's balance of the advances (including Swing Loans) is less than such Lender's Percentage Share of the advances (including Swing Loans) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to the account designated by the Company in payment for Notes and either (i) for Notes represented by a Global NoteAdministrative Agent, the authentication an amount such that each such Lender shall, upon transfer of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noteamount, the entry have as of the appropriate entries and/or notations on Settlement Date, its Percentage Share of the schedule Advances (including Swing Loans). Such amounts made available to such Master Note by Administrative Agent under clause (z) of the Trustee evidencing immediately preceding sentence shall be applied against the Supplemental Obligation amounts of the applicable Swing Loans and, in either case, together with the delivery portion of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Swing Loans representing Swing Lender's Percentage Share thereof, shall constitute “settlementadvances of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.” Offerings will be settled within two to five Business Days (c) In determining whether a Lender's balance of the advances and Swing Loans is less than, equal to, or at greater than such time Lender's Percentage Share as of a Settlement Date, Administrative Agent shall, as part of the Selling Agent(s) relevant Settlement, apply to such balance the portion of payments actually received in good funds by Administrative Agent with respect to principal, interest, fees payable by Borrower and the Company shall agree and specify in the applicable Pricing Supplement, pursuant allocable to the timetable set forth under “Procedures for Notes Issued Lenders hereunder, and proceeds of Collateral. (d) Between Settlement Dates, Administrative Agent, to the extent Swing Loans are outstanding, may pay over to Administrative Agent or Swing Lender, as applicable, any collections or payments received by Administrative Agent, that in Book Entry Form—Settlement Procedures for DTC Notes in Part II accordance with the terms of these Administrative Procedures (each such date fixed for settlement is hereinafter referred this Agreement would be applied to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion reduction of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSwing Loans.

Settlement. The receipt It is agreed that each applicable Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders with a Revolver Commitment as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders with a Revolver Commitment on a weekly basis (and, solely with respect to Excess Swing Loans, on the Business Day immediately following the day on which Swing Lender makes any Excess Swing Loan), or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrowers’ \66176107.6 Collections or payments received, as to each by notifying the Lenders with a Global NoteRevolver Commitment by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 4:00 p.m. (iiChicago time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender with a Revolver Commitment that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender with a Revolver Commitment on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the applicable Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders with a particular offer Revolver Commitment, and Agent shall pay to the Lenders with a Revolver Commitment (other than a Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with a Revolver Commitment with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at \66176107.6 the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders with a Revolver Commitment, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender's funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Administrative Agent, Bank of such Global Note America, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Trustee or Borrowers) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or DIP Financing Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Administrative Agent shall request settlement ("Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis at Administrative Agent's election, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Master Notenotifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Atlanta, Georgia time) on the entry date of such requested Settlement (the "Settlement Date"). Each Lender (other than Bank of America, in the case of Non-Ratable Loans and the Administrative Agent in the case of Agent Advances) shall transfer the amount of such Lender's Pro Rata Share of the appropriate entries and/or notations outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Administrative Agent, to Administrative Agent's account, not later than 2:00 p.m. (Atlanta, Georgia time), on the schedule Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to such Master Note by the Trustee evidencing Administrative Agent shall be applied against the Supplemental Obligation amounts of the applicable Non-Ratable Loan or Agent Advance and, in either case, together with the delivery portion of such Notes by the Issuing and Paying Non-Ratable Loan or Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities Advance representing Bank of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)America's Pro Rata Share thereof, shall constitute “settlementRevolving Loans of such Lenders. If any such amount is not transferred to the Administrative Agent by any Lender on the Settlement Date applicable thereto, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.” Offerings will be settled within two (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Administrative Agent has requested a Settlement with respect to five Business Daysa Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America or at the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such time Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank of America or Administrative Agent, as applicable, shall pay to Bank of America or Administrative Agent, as applicable, as the Selling Agent(spurchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Administrative Agent by any Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Administrative Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Administrative Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Bank of America's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, Bank of America shall pay to the Administrative Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Bank of America with respect to Non-Ratable Loans, the Administrative Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Bank of America, the Administrative Agent and the Company shall agree and specify in other Lenders. (vi) Unless the Administrative Agent has received written notice from a Lender to the contrary, the Administrative Agent may assume that the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time conditions precedent set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent Article 8 have been satisfied and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean requested Borrowing will not exceed Availability on any Funding Date for a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentRevolving Loan or Non-Ratable Loan.

Settlement. The receipt (a) By 10:00 a.m. New York City Time on the Business Day following the Final Scheduled Termination Date or applicable Redemption Date, if the Trustee's account at the Depository has been credited with the Paired Holding Shares, the Tradeable Shares or both, as applicable, being tendered for redemption, the Administrative Agent has received the electronic confirmation of immediately available funds such tender, and the Trustee has received the transaction fee as provided in Section 7 of the Authorized Participants Agreement and the Redemption Cash Component, if applicable, payable by the Company redeeming Authorized Participants in payment accordance with Section 2.6(e) and Section 6.1(d)(ii), respectively, the Trustee shall deliver: (i) if the relevant Redemption Date was not a Distribution Date, a Final Distribution consisting of the Treasuries and/or cash in accordance with the instructions from the Administrative Agent and in the manner specified in Section 6.1(d) by effecting the necessary transfers of Treasuries and/or cash to the Participant Custodian Account of the redeeming Authorized Participant; or (ii) in the case of the Final Scheduled Termination Date or a Redemption Date that is scheduled to occur on a Distribution Date, a Final Distribution of cash in the amount specified in priority third of Section 5.2(a) by effecting the necessary transfers of cash to the Participant Custodian Account of the redeeming Authorized Participant not later than the related Distribution Payment Date. (b) The Administrative Agent may, in its discretion, and will when so directed by the Depositor, suspend the right of redemption, or postpone the date of settlement for Notes and either any redemption of Up-MACRO Holding Shares (i) for Notes represented by a Global Noteany period during which the AMEX is closed other than customary weekend or holiday closings, the authentication of such Global Note by the Trustee or other relevant authenticating agent trading is suspended or restricted; (ii) for Notes represented by any period during which an emergency exists as a Master Noteresult of which delivery, disposal or evaluation of the Treasuries is not reasonably practicable; (iii) if such redemption would cause the Up-MACRO or Down-MACRO Investment Amount to equal less than 10 million dollars; or (iv) for any period during which, such redemption will cause the Up-MACRO Tradeable Trust to hold fifty percent or less of the outstanding Up-MACRO Holding Shares; and (v) for such other period as the Depositor, the entry Trustee or the Administrative Agent determines to be necessary for the protection of Beneficial Owners. None of the appropriate entries and/or notations Depositor, the Trustee or the Administrative Agent will be liable to any Person for any loss or damages that may result from any such suspension or postponement. (c) The Up-MACRO Holding Shares redeemed on the schedule to such Master Note Final Scheduled Termination Date shall be cancelled by the Trustee evidencing Trustee, on behalf of the Supplemental Obligation andUp-MACRO Holding Trust, in either caseaccordance with the procedures of the Depository. (d) In the event that the provisions of this Trust Agreement and the Participants Agreement conflict in any way, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion provisions of the applicable procedures “A” and “B,” Participants Agreement will prevail insofar as they relate to a Paired Optional Redemption or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentPaired Subsequent Issuances.

Settlement. The receipt Agent and the Lenders hereby agree that, except in the case of immediately available funds Settlement Loans and Agent Advances, each Lender's funded portion of the Revolving Loans is intended to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. The Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by any Borrower) that in order to facilitate the Company administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Settlement Loans and the Agent Advances shall take place on a periodic basis in payment for Notes and either accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, with respect to (1) each outstanding Settlement Loan, (2) each outstanding Agent Advance, and (3) collections received, by notifying the other Lenders by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (San Francisco, California time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than BABC, in the case of Settlement Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Settlement Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for Notes represented itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 1:00 p.m. (San Francisco, California time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 9 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Settlement Loan or Agent Advance and, together with the portion of such Settlement Loan or Agent Advance representing BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by a Global Noteany Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Settlement Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Settlement Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such Settlement Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Settlement Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of collateral received by the Agent in respect of such Settlement Loan or Agent Advance. (iv) If any payments are received by the Agent which, in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, and no Settlement Loans or Agent Advances are then outstanding, the Agent may pay over such amounts to BABC for application to BABC's Pro Rata Share of such Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to BABC's Pro Rata Share of the Revolving Loans other than Settlement Loans and Agent Advances, as provided for in the immediately preceding sentence, BABC shall pay to the Agent, for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall have outstanding, as of such Settlement Date, after giving effect to such payments, its Pro Rata Share of such Revolving Loans; provided, that the Agent may net payments due from BABC pursuant to this sentence against payments due to BABC pursuant to Section 2.2(k)(i) on the schedule applicable Settlement Date, and require either BABC or the other Lenders, as applicable, to make only the amount of the payment due after such Master Note by the Trustee evidencing the Supplemental Obligation andnetting. As of each Settlement Date, in either caseBABC with respect to Settlement Loans, the delivery of such Notes by Agent with respect to Agent Advances, and each Lender with respect to the Issuing Revolving Loans other than Settlement Loans and Paying Agent (or such other Paying Agent as may Advances, shall be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or entitled to interest at the applicable Pricing Supplement)rate or rates payable under this Agreement on the actual average daily amount of funds employed by BABC, shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among other Lenders since the Company, the applicable Selling Agents and the applicable Paying Agentimmediately preceding Settlement Date.

Settlement. The receipt It is agreed, subject to the last sentence of immediately available funds Section 2.1(a), that each Lender’s funded portion of the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agents, Fronting Lender, Swing Lenders, and the other Lenders agree (which agreement shall not be for the benefit of any Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Administrative Agent, Canadian Administrative Agent or European Administrative Agent, as applicable, shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by such Agent, (1) on behalf of US Swing Lender, with respect to each outstanding US Swing Loan, (2) on behalf of Canadian Swing Lender, with respect to each outstanding Canadian Swing Loan, (3) on behalf of European Swing Lender, with respect to each outstanding European Swing Loan, (4) for Notes represented itself, with respect to the outstanding Protective Advances, and (5) with respect to Loan Parties’ Collections received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(v)): (u) if procedures “A” a Lender’s balance of the US Advances (including US Swing Loans and “B” US Protective Advances) exceeds such Lender’s Pro Rata Share of the US Advances (including US Swing Loans and US Protective Advances) as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures for Notes Issued immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in Applicable Currency such that each such sectionLender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the US Advances (including US Swing Loans and US Protective Advances), (v) if a Lender’s balance of the European Advances (including European Swing Loans and European Protective Advances) exceeds such Lender’s Pro Rata Share of the European Advances (including European Swing Loans and European Protective Advances) as of a Settlement Date, then European Administrative Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount in the Applicable Currency such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the European Advances (including European Swing Loans and European Protective Advances), (w) if a Canadian Lender’s balance of the Canadian Advances (including Canadian Swing Loans and Canadian Protective Advances) exceeds such Canadian Lender’s Pro Rata Share of the Canadian Advances (including Canadian Swing Loans and Canadian Protective Advances) as of a Settlement Date, then Canadian Administrative Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Canadian Lender (as such Lender may designate), an amount in the Applicable Currency such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Canadian Advances (including Canadian Swing Loans and Canadian Protective Advances), (x) if a Lender’s balance of the US Advances (including US Swing Loans and US Protective Advances) is less than such Lender’s Pro Rata Share of the US Advances (including US Swing Loans and US Protective Advances) as of a Settlement Date, such offer Lender shall not be settled until no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the applicable Business Day following Administrative Agent’s Account, an amount in the completion Applicable Currency such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the US Advances (including US Swing Loans and US Protective Advances), (y) if a Canadian Lender’s balance of the Canadian Advances (including Canadian Swing Loans and Canadian Protective Advances) is less than such Lender’s Pro Rata Share of the Canadian Advances (including Canadian Swing Loans and Canadian Protective Advances) as of a Settlement Date, such Canadian Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the applicable Canadian Administrative Agent’s Account, an amount in the Applicable Currency such that each such Canadian Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Canadian Advances (including Canadian Swing Loans and Canadian Protective Advances), and (z) if a Lender’s balance of the European Advances (including European Swing Loans and European Protective Advances) is less than such Lender’s Pro Rata Share of the European Advances (including European Swing Loans and European Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the applicable European Administrative Agent’s Account, an amount in the Applicable Currency such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the European Advances (including European Swing Loans and European Protective Advances). Such amounts made available to Administrative Agent under clause (x) of the immediately preceding sentence shall be applied against the amounts of the applicable procedures “US Swing Loans or US Protective Advances and, together with the portion of such US Swing Loans or US Protective Advances representing the US Swing Lender’s Pro Rata Share thereof, shall constitute US Advances of such Lenders, such amounts made available to Canadian Administrative Agent under clause (y) of the immediately preceding sentence shall be applied against the amounts of the applicable Canadian Swing Loans or Canadian Protective Advances and, together with the portion of such Canadian Swing Loans or Canadian Protective Advances representing the Canadian Swing Lender’s Pro Rata Share thereof, shall constitute Canadian Advances of such Canadian Lenders, and such amounts made available to European Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable European Swing Loans or European Protective Advances and, together with the portion of such European Swing Loans or European Protective Advances representing the European Swing Lender’s Pro Rata Share thereof, shall constitute European Advances of such Lenders. If any such amount is not made available to Administrative Agent, Canadian Administrative Agent or European Administrative Agent, as applicable, by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, such Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Administrative Agent, Canadian Administrative Agent or European Administrative Agent, as applicable, shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by such Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral; provided, that, payments received from Foreign Borrowers and proceeds of Foreign Collateral shall be applied only to the Foreign Advances. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by such Agent to that Lender as part of the next Settlement. (iii) Between Settlement Dates, (A” ) Administrative Agent, to the extent no US Protective Advances or US Swing Loans are outstanding, may pay over to US Swing Lender any payments received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the US Advances, for application to US Swing Lender’s Pro Rata Share of the US Advances, (B) Canadian Administrative Agent, to the extent no Canadian Protective Advances or Canadian Swing Loans are outstanding, may pay over to Canadian Swing Lender any payments received by Canadian Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Advances, for application to Canadian Swing Lender’s Pro Rata Share of the Canadian Advances, and “B,” (C) European Administrative Agent, to the extent no European Protective Advances or European Swing Loans are outstanding, may pay over to European Swing Lender any payments received by European Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the European Advances, for application to European Swing Lender’s Pro Rata Share of the European Advances. If, as of any Settlement Date, Collections of US Loan Parties received since the then immediately preceding Settlement Date have been applied to US Swing Lender’s Pro Rata Share of the Advances other than to US Swing Loans, as provided for in the first sentence of this clause (iii), US Swing Lender shall pay to Administrative Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders, to be applied to the outstanding US Advances of such later date Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Selling US Advances. If, as of any Settlement Date, Collections of Foreign Loan Parties received since the then immediately preceding Settlement Date have been applied to Canadian Swing Lender’s Pro Rata Share of the Canadian Advances other than to Canadian Swing Loans, as provided for in the first sentence of this clause (iii), Canadian Swing Lender shall pay to Canadian Administrative Agent for the accounts of the Canadian Lenders, and Canadian Administrative Agent shall pay to the Canadian Lenders, to be applied to the outstanding Canadian Advances of such Canadian Lenders, an amount such that each Canadian Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Canadian Advances. If, as of any Settlement Date, Collections of Foreign Loan Parties received since the then immediately preceding Settlement Date have been applied to European Swing Lender’s Pro Rata Share of the Advances other than to European Swing Loans, as provided for in the first sentence of this clause (iii), European Swing Lender shall pay to European Administrative Agent for the accounts of the Lenders, and European Administrative Agent shall pay to the Lenders, to be applied to the outstanding European Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the European Advances. During the period between Settlement Dates, US Swing Lender with respect to US Swing Loans, Canadian Swing Lender with respect to Canadian Swing Loans, European Swing Lender with respect to European Swing Loans, Administrative Agent with respect to US Protective Advances, Canadian Administrative Agent with respect to Canadian Protective Advances, European Administrative Agent with respect to European Protective Advances, and each Lender (subject to the effect of agreements between such Agent and individual Lenders) with respect to the Company Advances other than Swing Loans and Protective Advances, shall agree. For Notes denominated in U.S. dollarsbe entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lenders, Business Day shall mean a business day in New YorkAgents, New York and Charlotte, North Carolina. These proceduresor the Lenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans, subject to Sections 2.3(b), 2.3(c) and 2.3(d). Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers or any other Loan Party) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the Swing Loans, and the Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Borrowers’ or any of their Subsidiaries’ payments or other amounts received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Revolving Loans (including Swing Loans, and “B” Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Loans, Swing Loans, and Extraordinary Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for DTC Notes” below application to the Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Credit Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Credit Loans. Such agreement notwithstanding, the Administrative Agent, the Swing Lender and the other Lenders agree (which agreement shall not be for the benefit of the Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Credit Loans (iincluding Swing Loans and Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (vii) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (A) on behalf of the Swing Lender, with respect to the outstanding Swing Loans, (B) for Notes represented itself, with respect to the outstanding Extraordinary Advances and (C) with respect to any Loan Party’s or any of their respective Subsidiaries’ payments or other amounts received, in each case by a Global Notenotifying the Lenders by facsimile, the authentication telephone or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Credit Loans (including Swing Loans and Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.17): (A) if the amount of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then the Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to the account as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances), and (B) if procedures “A” the amount of the Revolving Credit Loans (including Swing Loans and “Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to the Administrative Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to the Administrative Agent under clause (B” ) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Credit Loans of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (viii) In determining whether a Lender’s balance of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement and subject to Section 8.03, apply to such balance the portion of payments actually received in “Procedures immediately available funds by the Administrative Agent with respect to principal, interest and fees payable by the Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (ix) To the extent Extraordinary Advances or Swing Loans are outstanding between Settlement Dates, the Administrative Agent may pay over to the Administrative Agent or the Swing Lender, as applicable, any payments or other amounts received by the Administrative Agent that in accordance with the terms of this Agreement would be applied to the reduction of the outstanding Revolving Credit Loans, for Notes Issued application to such Extraordinary Advances or Swing Loans. Between Settlement Dates, the Administrative Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to the Swing Lender any payments or other amounts received by the Administrative Agent, that in Book-Entry Form—accordance with the terms of this Agreement would be applied to the reduction of the Revolving Credit Loans, for application to the Swing Lender’s Pro Rata Share of the Revolving Credit Loans. If, as of any Settlement Procedures Date, payments or other amounts of the Loan Parties or their respective Subsidiaries received since the immediately preceding Settlement Date have been applied to the Swing Lender’s Pro Rata Share of the Revolving Credit Loans other than to Swing Loans, as provided for DTC Notes” below in the immediately preceding sentence, the Swing Lender shall pay to the Administrative Agent for the accounts of the Lenders, and the Administrative Agent shall pay to the Lenders (subject to clause (iv) below), to be applied to the outstanding Revolving Credit Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Credit Loans. Solely as among the Administrative Agent, the Swing Lender and the other Lenders, during the period between Settlement Dates, the Swing Lender with respect to the outstanding daily amount of principal of Swing Loans, the Administrative Agent with respect to the outstanding daily amount of principal of Extraordinary Advances, and each Lender with respect to the outstanding daily amount of principal of Revolving Credit Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, during the period between Settlement Dates, none of the Swing Lender with respect to Swing Loans, the Administrative Agent with respect to Extraordinary Advances, or any Lender with respect to the Revolving Credit Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest from any Loan Party or any of their Subsidiaries on the amount of principal repaid after the date of repayment of such principal. (x) Anything in this Section 2.02(g) to the contrary notwithstanding, in the event that a particular offer of Notes are not completed on or before Lender is a Defaulting Lender, the time Administrative Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.17.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (ia) for Notes represented by a Global Note, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry Settlement of the appropriate entries and/or notations Transaction shall take place on November 29, 2024 (the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedOn the Settlement Date, if procedures “A” subject to Sections 5 and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer 6 of Notes are not completed on or before this Agreement, the time set forth in each such section, such offer Seller shall not be settled until deliver to the applicable Business Day following Purchaser the completion Shares against payment by the Purchaser of the applicable procedures “A” and “B,” or such later date as Purchase Price. On the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the CompanySettlement Date, the applicable Selling Agents Seller shall promptly instruct the transfer agent for the Common Stock (the “Transfer Agent”) to record the delivery of the Shares to the Purchaser in book-entry form pursuant to the Transfer Agent’s regular procedures. (b) The Shares delivered to the Purchaser pursuant to this Agreement shall be free and clear of all Encumbrances and Transfer Restrictions other than Permitted Securities Law Restrictions. The transfer of the Shares to the Purchaser shall have been registered on the books of the Issuer and the applicable Paying Agenttransfer agent for the Common Stock. The Shares delivered to the Purchaser pursuant to this Agreement shall bear legends in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. (c) The Purchase Price shall be paid by wire transfer of immediately available funds to the bank account set forth on Exhibit A hereto. (d) Each of the Purchaser and the Seller will, upon the reasonable request of the other, execute and deliver all other such documents and instruments reasonably deemed necessary or desirable by the other party to fully effect the purchase and sale contemplated hereby.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender's funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee or Borrowers) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement ("Settlement") with the Lenders on at least a Master Noteweekly basis, the entry or on a more frequent basis at Agent's election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Pacific Standard time) on the schedule date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Bank, in the case of Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to such Master Note by each Settlement to the Trustee evidencing Agent, to Agent's account, not later than 2:00 p.m. (Pacific Standard time), on the Supplemental Obligation Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, in either case, together with the delivery portion of such Notes by Non-Ratable Loan or Agent Advance representing the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Bank's Pro Rata Share thereof, shall constitute “settlementRevolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.” Offerings will be settled within two (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to five Business Daysa Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or at the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such time Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the Selling Agent(spurchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree and specify in other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time conditions precedent set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent Article 8 have been satisfied and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean requested Borrowing will not exceed Availability on any Funding Date for a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentRevolving Loan or Non-Ratable Loan.

Settlement. The receipt It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender's Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrower's or its Subsidiaries' Collections or payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender's Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender is less than such Lender's Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender's Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the Company in payment terms hereof, Agent shall be entitled to recover for Notes and either (i) for Notes represented by a Global Note, its account such amount on demand from such Lender together with interest thereon at the authentication of such Global Note by the Trustee or other relevant authenticating agent or Defaulting Lender Rate. (ii) for Notes represented by In determining whether a Master Note, the entry Lender's balance of the appropriate entries and/or notations Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender's Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to such Master Note by the Trustee evidencing contrary notwithstanding, in the Supplemental Obligation event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)instead, shall constitute “settlement.” Offerings will be settled within two entitled to five Business Days, or at such time as elect to implement the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Revolving Lender's funded portion of the Revolving Loans is intended by a Global Notethe Revolving Lenders to be equal at all times to such Revolving Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Administrative Agent, the Bank and the other Revolving Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee Loan Parties or those Term Lenders which are not also Revolving Lenders) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Administrative Agent shall request settlement ("Settlement") with the Revolving Lenders on at least a Master Noteweekly basis, or on a more frequent basis at the entry Administrative Agent's election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Revolving Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (New York time) on the schedule date of such requested Settlement (the "Settlement Date"). Each Revolving Lender (other than the Bank, in the case of Non-Ratable Loans and the Administrative Agent in the case of Agent Advances) shall transfer the amount of such Revolving Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to such Master Note by each Settlement to the Trustee evidencing Administrative Agent, to the Supplemental Obligation Administrative Agent's account, not later than 2:00 p.m. (New York time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, in either case, together with the delivery portion of such Notes by Non-Ratable Loan or Agent Advance representing the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Bank's Pro Rata Share thereof, shall constitute “settlementRevolving Loans of such Revolving Lenders. If any such amount is not transferred to the Administrative Agent by any Revolving Lender on the Settlement Date applicable thereto, the Administrative Agent shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.” Offerings will be settled within two (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Administrative Agent has requested a Settlement with respect to five Business Daysa Non-Ratable Loan or Agent Advance), each other Revolving Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or at the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such time Non-Ratable Loan or Agent Advance equal to such Revolving Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Administrative Agent, as applicable, shall pay to the Bank or the Administrative Agent, as applicable, as the Selling Agent(spurchase price of such participation an amount equal to one-hundred percent (100%) of such Revolving Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Administrative Agent by any Revolving Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iv) From and after the date, if any, on which any Revolving Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Administrative Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which any Revolving Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Administrative Agent for the accounts of the Revolving Lenders, to be applied to the outstanding Revolving Loans of such Revolving Lenders, an amount such that each Revolving Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Administrative Agent with respect to Agent Advances, and each Revolving Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Administrative Agent and the Company shall agree and specify in other Revolving Lenders. (vi) Unless the Administrative Agent has received written notice from a Revolving Lender to the contrary, the Administrative Agent may assume that the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time conditions precedent set forth in each such section, such offer shall Article 8 have been satisfied and the requested Borrowing will not be settled until the applicable Business Day following the completion exceed Availability of the applicable procedures “A” and “B,” Borrower on any Funding Date for a Revolving Loan or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentNon-Ratable Loan.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by Lenders to be equal at all times to such ▇▇▇▇▇▇’s Pro Rata Share of the Company outstanding Revolving Loans. Notwithstanding such agreement, Agent, BMO Lender and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non‑Ratable Loans and Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of BMO Lender with respect to each outstanding Non‑Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, the authentication notifying Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (iiChicago time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than BMO Lender in the case of Non‑Ratable Loans, if procedures “A” and “B” Agent in “Procedures for Notes Issued in Book-Entry Form—the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non‑Ratable Loans and Agent Advances with respect to which Settlement Procedures for DTC Notes” below for is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (Chicago time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Section 6 have then been satisfied. Such amounts made available to Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non‑Ratable Loan or Agent Advance and, together with the portion of such Non‑Ratable Loan or Agent Advance representing BMO Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A” ) on behalf of BMO Lender, with respect to each outstanding Non‑Ratable Loan, and “(B,” ) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non‑Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from BMO Lender or Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Non‑Ratable Loan or Agent Advance equal to such ▇▇▇▇▇▇’s Pro Rata Share of such Non‑Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non‑Ratable Loans or Agent Advances, upon demand by BMO Lender or Agent, as applicable, shall pay to BMO Lender or Agent, as applicable, as the Selling purchase price of such participation an amount equal to one hundred percent (100%) of such ▇▇▇▇▇▇’s Pro Rata Share of such Non‑Ratable Loans or Agent Advances. If such amount is not in fact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non‑Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute to such Lender, such ▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Non‑Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to BMO Lender any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to BMO Lender’s Revolving Loans including Non‑Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to BMO Lender’s Revolving Loans (other than to Non‑Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to Section 2.2(j)(ii) above), as provided for in the previous sentence, BMO Lender shall pay to Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, BMO Lender with respect to Non‑Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non‑Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by BMO Lender, Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agents, BofA, Wachovia, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Obligated Parties) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, including the Non-Ratable Loans and the Agent Advances, shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at its election, (A) on behalf of BofA, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone, or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 1:30p.m. (iiNew York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedIn its discretion, if procedures “A” the Administrative Agent may on any Settlement Date permit Non-Ratable Loans in an aggregate principal amount not to exceed One Million Dollars ($1,000,000) to remain outstanding, while requiring Settlement of the other outstanding Non-Ratable Loans. Each Lender (other than BofA, in the case of the Non-Ratable Loans, and “B” the Administrative Agent, in “Procedures for Notes Issued in Bookthe case of the Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to which Settlement Procedures for DTC Notes” below for is requested to the Administrative Agent to such account of the Administrative Agent as the Administrative Agent may designate, not later than 4:00p.m. (New York time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 9 have then been satisfied. Such amounts transferred to the Administrative Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” and “B,” Non-Ratable Loan or Agent Advance for which the Administrative Agent has requested Settlement and, together with the portion of such later date Non-Ratable Loan or Agent Advance representing BofA’s (in its individual capacity or as the Selling Administrative Agent, as appropriate) Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on the Settlement Date applicable thereto, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans (Y) on behalf of BofA, with respect to each outstanding Non-Ratable Loan and (Z) for itself, with respect to each Agent Advance. (ii) Notwithstanding the foregoing, not more than one Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether it has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from BofA or the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance, and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by BofA or the Administrative Agent, as applicable, shall pay to BofA or the Administrative Agent, as applicable, as the purchase price of such participation an amount equal to 100% of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact transferred to BofA or the Administrative Agent, as applicable, by any Lender, BofA or the Administrative Agent, as applicable, shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Administrative Agent may pay over to BofA any payments received by the Administrative Agent which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Revolving Loans of BofA, including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Revolving Loans of BofA (other than to Non-Ratable Loans or Agent Advances in which a Lender has not yet funded its purchase of a participation pursuant to clause (ii) preceding), as provided for in the previous sentence, BofA shall pay to the Administrative Agent, for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, BofA with respect to Non-Ratable Loans, the Administrative Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by BofA, the Administrative Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (v) Unless the Administrative Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lender to the Companycontrary, the applicable Selling Agents and Administrative Agent may assume that the applicable Paying Agentconditions precedent set forth in Article 9 have been satisfied on any Funding Date for a Revolving Loan or Non-Ratable Loan. Unless the Administrative Agent has received written notice from a Lender to the contrary or the Administrative Agent has actual knowledge to the contrary (based solely on the Borrowing Base Certificate most recently delivered to it), the Administrative Agent may assume that the requested Borrowing will not exceed the Unused Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender's funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee or Borrowers) that in order to facilitate the administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, including the Ex-Im Bank Guaranteed Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement ("Settlement") with the Lenders on at least a Master Noteweekly basis, the entry or on a more frequent basis at Agent's election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) on behalf of the Bank, with respect to each outstanding Ex-Im Bank Guaranteed Loan, (C) for itself, with respect to each Agent Advance, and (D) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (Dallas, Texas time) on the schedule date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Bank, in the case of Ex-Im Bank Guaranteed Loans and Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Ex-Im Bank Guaranteed Loans, Non-Ratable Loans and Agent Advances with respect to such Master Note by each Settlement to the Trustee evidencing Agent, to Agent's account, not later than 4:00 p.m. (Dallas, Texas time), on the Supplemental Obligation Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or Agent Advance and, in either case, together with the delivery portion of such Notes by Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or Agent Advance representing the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Bank's Pro Rata Share thereof, shall constitute “settlementRevolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Ex-Im Bank Guaranteed Loan or Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.” Offerings will be settled within two (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to five Business Daysan Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or at Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such time Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or Agent Advance, and (B) if Settlement has not previously occurred with respect to such Ex-Im Bank Guaranteed Loans, Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the Selling Agent(spurchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Ex-Im Bank Guaranteed Loans, Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Ex-Im Bank Guaranteed Loan, Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank's Revolving Loans including Ex-Im Bank Guaranteed Loans and Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Ex-Im Bank Guaranteed Loans, Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Ex-Im Bank Guaranteed Loans and Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Ex-Im Bank Guaranteed Loans, Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree and specify in other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time conditions precedent set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent Article 8 have been satisfied and the Company shall agree. For Notes denominated in U.S. dollarsrequested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan, Business Day shall mean a business day in New YorkEx-Im Bank Guaranteed Loan, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentor Non-Ratable Loan.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lenders, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including the Swing Loans and the Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Loan Parties’ payments or other amounts received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (including Swing Loans and Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds in the Applicable Currency to a deposit account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances); and (z) if procedures “A” the amount of the Revolving Loans (including the Swing Loans and “B” Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the applicable Revolving Loans (including applicable Swing Loans and applicable Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in “Procedures immediately available funds in the Applicable Currency to Agent’s Applicable Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) and Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Revolving Loans (including Swing Loans and Extraordinary Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments applicable to such Obligations actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Extraordinary Advances for DTC Notes” below the account of Agent or Swing Loans for the account of a particular offer Swing Lender are outstanding, may pay over to Agent or such Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of Notes this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or the Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are not completed outstanding, may pay over to the Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of the Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to its Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, a Swing Lender with respect to its Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by such Swing Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt Except as may be specifically provided otherwise by this Section 2.9, it is agreed that each Lender's funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, Fleet, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable, Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (a "Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of Fleet, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (Dallas, Texas time) on the date of such requested Settlement (the "Settlement Date"), each Lender (other than Fleet, in the case of Non-Ratable Loans, and the Agent, in the case of Agent Advances) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 2:00 p.m. (Dallas, Texas time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Global NoteDefault or an Event of Default and whether or not the applicable conditions precedent set forth in Article 9 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Fleet's Pro Rata Share thereof, shall constitute Revolving Loans of the Lenders, respectively. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Base Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Fleet or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Fleet or the Agent, as applicable, shall pay to Fleet or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the interest rate then applicable to Base Rate Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Non-Ratable Loans are outstanding, may pay over to Fleet any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to Fleet's Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Fleet's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to Section 2.9(d)(ii)), as provided for in the previous sentence, Fleet shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Fleet with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseFleet, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of BankAmerica, with respect to each outstanding BankAmerica Revolving Loan, and (2) for Notes represented itself, with respect to each outstanding Agent Advance by a Global Notenotifying such other Lenders by telex, telecopy, telegram, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 A.M. (New York City time) on the date of such requested Settlement (the "Settlement Date"). Each such Lender shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of Revolving Loans deemed made pursuant to Section 4.2(b), BankAmerica Revolving Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BankAmerica, as applicable, in same day funds, to such account of the Agent as the Agent may designate, not later than 12:00 Noon (New York City time) on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amount of the applicable BankAmerica Revolving Loan or Agent Advance and, together with the portion of such BankAmerica Revolving Loan or Agent Advance representing BankAmerica's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the interest rate applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of an Event or an Event of Default and regardless of whether the Agent has requested a Master NoteSettlement with respect to any Revolving Loans deemed made pursuant to Section 4.2(b), BankAmerica Revolving Loans or Agent Advances), each other Lender shall irrevocably and unconditionally purchase and receive from BankAmerica or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Revolving Loan, BankAmerica Revolving Loan or Agent Advance to the extent of such other Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such BankAmerica Revolving Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry of Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the appropriate entries and/or notations Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the interest rate applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Revolving Loans deemed made pursuant to Section 4.2(b), BankAmerica Revolving Loans or Agent Advances pursuant to subsection (ii) above, the schedule Agent shall promptly distribute to such Master Note Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Property received by the Trustee evidencing the Supplemental Obligation and, Agent in either case, the delivery respect of such Notes by the Issuing and Paying Revolving Loans, BankAmerica Revolving Loans or Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlementAdvances.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.

Settlement. The receipt It is agreed that each Revolving Loan Lender’s funded portion of immediately available funds the Advances is intended by the Company Revolving Loan Lenders to equal, at all times, such Revolving Loan Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, the Administrative Agent, the Swing Lender, and the other Revolving Loan Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances, the Swing Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (“Settlement”) with the Revolving Loan Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (A) on behalf of the Swing Lender, with respect to each outstanding Swing Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to Collections received, as to each by a Global Notenotifying the Revolving Loan Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.2(d)(iii)): (y) if procedures “A” a Revolving Loan Lender’s balance of the Advances, Swing Loans, and “B” Agent Advances exceeds such Revolving Loan Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, then the Administrative Agent shall, by no later than 12:00 Noon (California time) on the Settlement Date, transfer in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer immediately available funds to the account of Notes are not completed on or before the time set forth in such Revolving Loan Lender as such Revolving Loan Lender may designate, an amount such that each such sectionRevolving Loan Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances, and (z) if a Revolving Loan Lender’s balance of the Advances, Swing Loans, and Agent Advances is less than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, such offer Revolving Loan Lender shall not no later than 3:00 p.m. (New York time) on the Settlement Date transfer in immediately available funds to the Payment Office, an amount such that each such Revolving Loan Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances. Such amounts made available to the Administrative Agent under clause (z) of the immediately preceding sentence shall be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” Swing Loan or Agent Advance and, together with the portion of such Swing Loan or Agent Advance representing the Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Revolving Loan Lenders. If any such amount is not made available to the Administrative Agent by any Revolving Loan Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Revolving Loan Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Revolving Loan Lender’s balance of the Advances, Swing Loans, and “B,” Agent Advances is less than, equal to, or greater than such later date Revolving Loan Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, the Selling Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by the Administrative Agent with respect to principal, interest and fees payable by the Borrower and allocable to the Revolving Loan Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Revolving Loan Lender after such application, such net amount shall be distributed by the Administrative Agent to that Revolving Loan Lender as part of such next Settlement. (iii) Between Settlement Dates, the Administrative Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to the Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to the Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, the Swing Lender shall pay to the Administrative Agent for the accounts of the Revolving Loan Lenders, and the Administrative Agent shall pay to the Revolving Loan Lenders, to be applied to the outstanding Advances of such Revolving Loan Lenders, an amount such that each Revolving Loan Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, the Swing Lender with respect to Swing Loans, the Administrative Agent with respect to Agent Advances, and each Revolving Loan Lender (subject to the effect of letter agreements between the Administrative Agent and individual Revolving Loan Lenders) with respect to the Company Advances other than Swing Loans and Agent Advances, shall agree. For Notes denominated in U.S. dollarsbe entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by the Swing Lender, Business Day shall mean a business day in New Yorkthe Administrative Agent, New York and Charlotte, North Carolina. These proceduresor the Revolving Loan Lenders, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentapplicable.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loan is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, Bank of America, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Bank of America Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of Bank of America, with respect to each outstanding Bank of America Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to collections received, in each case, by a Global Notenotifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (New York City time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than Bank of America, in the case of Bank of America Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Bank of America Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of Bank of America, in same day funds, to such account of the Agent as the Agent may designate, not later than 1:30 p.m. (New York City time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Bank of America Loan or Agent Advance and, together with the portion of such Bank of America Loan or Agent Advance representing Bank of America's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Bank of America Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from Bank of America or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Bank of America Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such Bank of America Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Bank of America Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Bank of America Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Bank of America Loans are outstanding, may pay over to Bank of America any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to Bank of America's other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America's other outstanding Revolving Loans other than to Bank of America Loans or Agent Advances, as provided for in the previous sentence, Bank of America shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Bank of America with respect to Bank of America Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Bank of America Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBank of America, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i1) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 noon (iiSan Francisco time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Non-Ratable Loans and “B” the Agent in “Procedures for Notes Issued in Bookthe case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to Agent’s account, not later than 2:00 p.m. (San Francisco time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A” ) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and “(B,” ) for itself, with respect to each Agent Advance. (2) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (3) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (4) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (5) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lender to the Companycontrary, the Agent may assume that the applicable Selling Agents conditions precedent set forth in Article 8 have been satisfied and the applicable Paying Agentrequested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the applicable Loans is intended by the Company applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding applicable Loans. Notwithstanding such agreement, the Agent, the Swingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the applicable Loans (including the applicable Swingline Loans and the applicable Agent Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders at least once every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the Swingline Lender, with respect to each applicable outstanding Swingline Loan, (B) for Notes represented itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy or other relevant authenticating agent or electronic transmission, no later than 12:00 noon (iiNew York City time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Swingline Lender, if procedures “A” in the case of applicable Swingline Loans and “B” the Agent in “Procedures for Notes Issued in Book-Entry Form—the case of applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to the Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer shall not be settled until Article IX have then been satisfied. Such amounts made available by the applicable Business Day following Lenders to the completion Agent shall be applied against the amounts of the applicable procedures “Swingline Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Swingline Lenders’ Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate, the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans, (1) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (2) for itself, with respect to each applicable Agent Advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A” ) shall irrevocably and “unconditionally purchase and receive from the Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or Agent Advance and (B,” ) if Settlement has not previously occurred with respect to such Swingline Loans or such later date Agent Advances, upon demand by the Agent, as applicable, shall pay to the Swingline Lender or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iii) Notwithstanding any provisions of Section 2.4(f) to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the applicable Loans, for application to the Swingline Lender’s Loans including applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Swingline Lender’s Loans (other than to applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Swingline Lender shall pay to the Agent for the accounts of the applicable Lenders, to be applied to the applicable outstanding Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the applicable Loans. During the period between Settlement Dates, the Swingline Lender with respect to applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the applicable Loans other than applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Agent and the Company shall agree. For Notes denominated in U.S. dollarsother Lenders, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling respectively. (v) Unless the Agent as principal, if so agreed among has received written notice from the CompanyRequired Lenders to the contrary, the applicable Selling Agents and Agent may assume that the applicable Paying Agentconditions precedent set forth in Article IX have been satisfied.

Settlement. The receipt of immediately available funds Agent shall notify each Lender no less frequently than weekly, as determined by the Company in payment for Notes Agent, of the principal amount of Swing Loans and either Agent Advances outstanding as of 3:00 p.m. (iAtlanta, Georgia time) for Notes represented by a Global Note, the authentication as of such Global Note by the Trustee or other relevant authenticating agent or date and each Lender’s pro-rata share thereof. Each Lender shall before 2:00 p.m. (iiAtlanta, Georgia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by next Business Day (the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”) make available to the Agent, in immediate available funds, the amount of its pro-rata share (based on its Revolving Commitment Ratio) of such principal amount of Swing Loans and Agent Advances outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Loan to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.2. The Agent shall use such funds to repay the principal amount of Swing Loans to the Swing Bank and the Agent Advances to the Agent. All interest due on the Swing Loans prior to the Settlement Date shall be payable to the Swing Bank in accordance with Section 2.3 hereof and all interest due on the Agent Advances prior to the Settlement Date shall be payable to the Agent in accordance with Section 2.3 hereof. Additionally, if at any time any Swing Loans or Agent Advances are outstanding, any of the events described in clauses (g) or (h) of Section 8.1 hereof shall have occurred, then each Lender shall automatically upon the occurrence of such event and without any action on the part of the Swing Bank, the Borrower, the Agent or the Lenders be deemed to have purchased an undivided participation in the principal and interest of all Swing Loans and Agent Advances then outstanding in an amount equal to such Lender’s Revolving Commitment Ratio and each Lender shall, notwithstanding such Event of Default, immediately pay to the Agent for the account of the Swing Bank with respect to Swing Loans and itself with respect to Agent Advances in immediately available funds, the amount of such Lender’s participation (and upon receipt thereof, the Swing Bank or the Agent, as applicable, shall deliver to such Lender a loan participation certificate dated the date of receipt of such funds in such amount). Unless otherwise agreed, if procedures “A” The disbursement of funds in connection with the settlement of Swing Loans and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer Agent Advances hereunder shall be subject to the terms and conditions of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.2(e) hereof.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, ASB and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the ASB Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of ASB, with respect to each outstanding ASB Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (iiNew York City time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than ASB in the case of ASB Loans and the Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the ASB Loans and Agent Advances with respect to which Settlement is requested available to the Agent, if procedures “A” and “B” for itself or for the account of ASB, in “Procedures for Notes Issued in Book-Entry Form—same day funds, to such account of the Agent as the Agent may designate, not later than 2:00 p.m. (New York City time), on the Settlement Procedures for DTC Notes” below for a particular offer Date applicable thereto, regardless of Notes are not completed on or before whether the time applicable conditions precedent set forth in each such section, such offer Article X have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” ASB Loan or Agent Advance and, together with the portion of such ASB Loan or Agent Advance representing ASB’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and “B,” after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an ASB Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from ASB or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date ASB Loan or Agent Advance to the extent of such Lender’s Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender’s Pro Rata Share of such ASB Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any ASB Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Selling Agent in respect of such ASB Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or ASB Loans are outstanding, may pay over to ASB any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to ASB’s other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to ASB’s other outstanding Revolving Loans other than to ASB Loans or Agent Advances, as provided for in the previous sentence, ASB shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, ASB with respect to ASB Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than ASB Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by ASB, the Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt (a) Each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share, based upon its Revolving Loans Commitment, of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Obligated Parties) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, including the Non-Ratable Loans and the Agent Advances, shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone, e-mail, or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 noon (iiLos Angeles, California time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of the Non-Ratable Loans, and “B” the Agent in “Procedures for Notes Issued in Bookthe case of the Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share, based upon its Revolving Loans Commitment, of the outstanding principal amount of the Non-Entry Form—Ratable Loans and the Agent Advances with respect to which Settlement Procedures for DTC Notes” below for is requested to the Agent, to such account of the Agent as the Agent may designate, not later than 12:00 noon (Los Angeles, California time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts transferred to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share, based upon its Revolving Loans Commitment, thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Base Rate Revolving Loans (1) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan and (2) for itself, with respect to each Agent Advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A” ) shall irrevocably and “unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share, based upon its Revolving Loans Commitment, of such Non-Ratable Loan or Agent Advance, and (B,” ) if Settlement has not previously occurred with respect to such Non-Ratable Loans or such later date Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share, based upon its AMENDED AND RESTATED CREDIT AGREEMENT Revolving Loans Commitment, of such Non-Ratable Loans or Agent Advances. If such amount is not in fact transferred to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share, based upon its Revolving Loans Commitment, of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Agent may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which a Lender has not yet funded its purchase of a participation pursuant to clause (ii) preceding), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share, based upon its Revolving Loans Commitment, of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent, and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (v) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by Borrower or a Selling Agent as principal, if so agreed among Lender to the Companycontrary, the Agent may assume that the applicable Selling Agents conditions precedent set forth in Article 8 have been satisfied and the applicable Paying Agentrequested Borrowing will not exceed the Availability on any Funding Date for a Revolving Loans or Non-Ratable Loan.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented by a Global Note, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry endorsement or notation of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five U.S. Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable Settlement Procedures Timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day business day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresSettlement Procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender’s funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by any Obligor) that in order to facilitate the Trustee or administration of this Agreement and the other relevant authenticating agent or Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement (“Settlement”) with the Lenders on at least a Master Noteweekly basis, or on a more frequent basis at the entry Agent’s election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Atlanta, Georgia time) on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Non-Ratable Loans and “B” the Agent in “Procedures for Notes Issued in Bookthe case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Entry Form—Ratable Loans and Agent Advances with respect to each Settlement Procedures for DTC Notes” below for to the Agent, to the Agent’s account, not later than 2:00 p.m. (Atlanta, Georgia time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 8 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans (A” ) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and “(B,” ) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the Selling purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean other Lenders. (vi) Unless the Agent has received written notice from a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by Lender or a Selling Agent as principal, if so agreed among Borrower to the Companycontrary, the Agent may assume that the applicable Selling Agents conditions precedent set forth in Article 8 have been satisfied and the applicable Paying Agentrequested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. The receipt Collateral Agent and the Lenders hereby agree that, except in the case of immediately available funds Loans consisting of Swing Loans or Collateral Agent Advances, each Lender's funded portion of the Loans is intended to be equal at all times to such Lender's Pro Rata Share of the outstanding Loans. The Collateral Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Company Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Swing Loans, Collateral Agent Advances and other Loans shall take place on a periodic basis in accordance with the following provisions: (i1) for Notes represented The Collateral Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by a Global Notethe Collateral Agent, with respect to (A) each outstanding Swing Loan, (B) each outstanding Collateral Agent Advance, and (C) payments received, by notifying the authentication other Lenders by telecopy, telephone or other similar form of transmission, of such Global Note by requested Settlement, no later than 1:00 p.m. (Chicago, Illinois time) on the Trustee or date of such requested Settlement (the "Settlement Date"). Each Lender (other relevant authenticating agent or (iithan BABC, in the case of Swing Loans) for Notes represented by a Master Note, shall make the entry amount of such Lender's Pro Rata Share of the appropriate entries and/or notations outstanding principal amount of the Swing Loans and Collateral Agent Advances with respect to which Settlement is requested available to the Collateral Agent, for itself or for the account of BABC, in same day funds, to such account of the Collateral Agent as the Collateral Agent may designate, on the schedule Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 9 have then been satisfied. Such amounts made available to such Master Note by the Trustee evidencing Collateral Agent shall be applied against the Supplemental Obligation amounts of the applicable Swing Loan or Collateral Agent Advance and, in either case, together with the delivery portion of such Notes by the Issuing and Paying Swing Loan or Collateral Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Advance representing BABC's Pro Rata Share thereof, shall constitute “settlementLoans of such Lenders. If any such amount is not made available to the Collateral Agent by any Lender on the Settlement Date applicable thereto, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Loans with respect to which Settlement is to be made.” Offerings will (2) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Collateral Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Collateral Agent has requested a Settlement with respect to a Swing Loan or Collateral Agent Advance, but without duplication of amounts funded under Section 2.2(j)(1) above), each other Lender shall irrevocably and unconditionally purchase and receive from BABC or the Collateral Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Loan or Collateral Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Collateral Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such Swing Loan or Collateral Agent Advance. If such amount is not in fact made available to the Collateral Agent by any Lender, the Collateral Agent shall be settled within two entitled to five Business Daysrecover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Loans in which the participation is to be purchased. (3) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Loan or Collateral Agent Advance pursuant to subsection (2) above, the Collateral Agent shall promptly distribute to such Lender at its address provided pursuant to Section 13.11, such time Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent in respect of such Swing Loan or Collateral Agent Advance. (4) If any payments are received by the Collateral Agent which, in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, and no Swing Loans or Collateral Agent Advances are then outstanding, the Collateral Agent may pay over such amounts to BABC for application to BABC's other outstanding Revolving Loans. If, as of any Settlement Date, payments received since the Selling Agent(s) then immediately preceding Settlement Date have been applied to BABC's Revolving Loans other than Swing Loans and the Company shall agree and specify Collateral Agent Advances, as provided for in the applicable Pricing Supplementimmediately preceding sentence, then BABC shall pay to the Collateral Agent, for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall have outstanding, as of such Settlement Date, after giving effect to such payments, its Pro Rata Share of such Revolving Loans; provided, that the Collateral Agent may net payments due from BABC pursuant to this sentence against payments due to BABC pursuant to Section 2.2(j)(1) on the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “applicable Settlement Date”), and require either BABC or the other Lenders, as applicable, to make only the amount of the payment due after such netting. Unless otherwise agreedAs of each Settlement Date, if procedures “A” each of (x) BABC with respect to Swing Loans, (y) the Collateral Agent with respect to Collateral Agent Advances, and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before (z) each Lender with respect to the time set forth in each such sectionLoans other than Swing Loans and Collateral Agent Advances, such offer shall not be settled until entitled to interest payable under this Agreement at the applicable Business Day following rate or rates payable under this Agreement on the completion actual average daily amount of funds employed by BABC, the applicable procedures “A” and “B,” Collateral Agent or such later date as Lender since the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentimmediately preceding Settlement Date.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in payment order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: Confidential treatment is being requested for Notes portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and either Exchange Commission. (i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrower’s or its Subsidiaries’ Collections or payments received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iiCalifornia time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender if Agent has implemented the provisions of Notes Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are not completed on or before designated by the time symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) for Notes represented Each Lender's funded portion of the Revolving Loans is intended by a Global Notethe Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the authentication Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of such Global Note or enforceable by the Trustee Loan Parties or any other relevant authenticating agent or Consolidated Member) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) for Notes represented by The Agent shall request settlement ("Settlement") with the Lenders on at least a Master Noteweekly basis, the entry or on a more frequent basis at Agent's election, (A) on behalf of the appropriate entries and/or notations Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Atlanta, Georgia time) on the schedule date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Bank, in the case of Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to such Master Note by each Settlement to the Trustee evidencing Agent, to Agent's account, not later than 2:00 p.m. (Atlanta, Georgia time), on the Supplemental Obligation Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in ARTICLE 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, in either case, together with the delivery portion of such Notes by Non-Ratable Loan or Agent Advance representing the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement)Bank's Pro Rata Share thereof, shall constitute “settlementRevolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance.” Offerings will be settled within two (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to five Business Daysa Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or at the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such time Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the Selling Agent(spurchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Company Interest Rate then applicable to Base Rate Revolving Loans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to CLAUSE (III) above, the Agent shall agree promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and specify interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the applicable Pricing Supplementprevious sentence, pursuant the Bank shall pay to the timetable set forth under “Procedures Agent for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II the accounts of these Administrative Procedures (the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such date fixed for settlement is hereinafter referred to amount, have, as a “of such Settlement Date”), its Pro Rata Share of the Revolving Loans. Unless otherwise agreedDuring the period between Settlement Dates, if procedures “A” the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and “B” in “Procedures for Notes Issued in Bookeach Lender with respect to the Revolving Loans other than Non-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such sectionRatable Loans and Agent Advances, such offer shall not be settled until entitled to interest at the applicable Business Day following rate or rates payable under this Agreement on the completion actual average daily amount of funds employed by the applicable procedures “A” and “B,” or such later date as Bank, the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt 7.1 Settlement on the purchase and sale of immediately available funds by the Company in payment for Notes and either Unit and, if applicable, the Parking Unit (ithe “Settlement”) for Notes represented shall occur on a date specified by a Global Notewritten notice (the “Settlement Notice”) from Seller to Purchaser, (to be delivered to Purchaser only after the authentication expiration of such Global Note Purchaser’s rights of rescission pursuant to the Condominium Act) stating that the Unit will be ready for conveyance by the Trustee or other relevant authenticating agent or Seller (iisubject to completion of punch list items as set forth below in Paragraph 9.1) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as date specified in the Global Note and/or Settlement Notice (the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”), which date will be not fewer than ten (10) days from the date of the Settlement Notice. Unless otherwise agreedPurchaser shall complete Settlement on the Settlement Date. 7.2 If Settlement does not occur on the Settlement Date for any reason other than Seller's default, including, but not limited to, Purchaser's inability to obtain financing or lack of funds to close, then Purchaser shall be in default under this Agreement and Seller shall have the right in its discretion to declare Purchaser to be in default. Upon such an occurrence, Seller may in its sole discretion terminate this Agreement and the Deposit provided herein may be retained by Seller as fixed liquidated damages. Notwithstanding the foregoing, in the event Settlement is delayed due to Purchaser or Purchaser’s lender, then, if procedures requested in writing by the Purchaser, Seller may in its sole discretion agree to extend the date of Settlement for up to fifteen (15) days. Purchaser hereby agrees that Seller shall be entitled to payment by Purchaser at Settlement of an amount equal to $165.00 for each day that Settlement is delayed beyond the date specified in the Settlement Notice. If Settlement is delayed more than fifteen (15) days beyond the Settlement Date specified in the Settlement Notice (the “A” Deadline Date”), then Seller may, in its sole discretion, (i) terminate this Agreement and “B” in “Procedures such event, the Deposit herein provided may be retained by Seller as fixed liquidated damages; or (ii) agree to postpone Settlement further, in which case Purchaser shall agree to pay at Seller at Settlement an amount equal to $250.00 for Notes Issued in Book-Entry Form—the sixteenth (16th) day and each additional day that Settlement Procedures for DTC Notes” below for a particular offer is delayed beyond the Deadline Date. Seller shall give Purchaser notice of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion its election of remedies within five (5) days of the applicable procedures “A” Deadline Date, and “B,” or such later if Seller chooses to exercise option (ii) above, Seller may in its sole discretion extend the date as the Selling Agent of Settlement for up to thirty (30) days. If Settlement does not occur within said additional thirty (30) day period, Seller may declare this Agreement null and void at any time thereafter, and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, Deposit provided herein may be modified for any purchase of Notes retained by a Selling Agent Seller as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentfixed liquidated damages.

Settlement. The receipt (a) It is agreed that each Lender’s funded portion of immediately available funds the Loans is intended by the Company Lenders to equal, at all times, such Lender’s Percentage Share of the outstanding Loans. Such agreement notwithstanding, Administrative Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of any Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Revolving Loans and the Swing Loans shall take place on a periodic basis in accordance with the following provisions: (ib) for Notes represented Administrative Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by a Global NoteAdministrative Agent on behalf of Swing Lender, with respect to the authentication outstanding Swing Loans, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noterequested Settlement, the entry of the appropriate entries and/or notations no later than 2:00 p.m. on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding advances and Swing Loans for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (y) if a Lender’s balance of the advances (including Swing Loans) exceeds such Lender’s Percentage Share of the Loans (including Swing Loans) as of a Settlement Date, if procedures “A” and “B” then Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for immediately available funds to a particular offer deposit account of Notes are not completed on or before the time set forth in such Lender (as such Lender may designate), an amount such that each such sectionLender shall, upon receipt of such amount, have as of the Settlement Date, its Percentage Share of the Loans (including Swing Loans), and (z) if a Lender’s balance of the advances (including Swing Loans) is less than such Lender’s Percentage Share of the Loans (including Swing Loans) as of a Settlement Date, such offer Lender shall not no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to the account designated by Administrative Agent, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Percentage Share of the Loans (including Swing Loans). Such amounts made available to Administrative Agent under clause (z) of the immediately preceding sentence shall be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” and “B,” Swing Loans and, together with the portion of such Swing Loans representing Swing Lender’s Percentage Share thereof, shall constitute advances of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (c) In determining whether a Lender’s balance of the Loans (including Swing Loans) is less than, equal to, or greater than such later date Lender’s Percentage Share as the Selling of a Settlement Date, Administrative Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresshall, as well as those described part of the relevant Settlement, apply to such balance the portion of payments actually received in Part IIgood funds by Administrative Agent with respect to principal, interest, fees payable by a Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. (d) Between Settlement Dates, Administrative Agent, to the extent Swing Loans are outstanding, may pay over to Administrative Agent or Swing Lender, as applicable, any collections or payments received by Administrative Agent, that in accordance with the terms of this Agreement would be modified for any purchase applied to the reduction of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSwing Loans.

Settlement. The receipt Except as may be specifically provided otherwise by this Section 2.2, it is agreed that each Lender’s funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agents, the Swingline Lender, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, including the Swingline Loans and the Agent Advances, shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone, or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 12:00 noon (iiNew York, New York time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Swingline Lender, if procedures “A” in the case of Swingline Loans, and “B” the Administrative Agent, in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer the case of Notes are not completed on or before Agent Advances) shall make the time set forth in each amount of such section, such offer shall not be settled until the applicable Business Day following the completion Lender’s Pro Rata Share of the applicable procedures “A” outstanding principal amount of the Swingline Loans and “B,” or Agent Advances with respect to which Settlement is requested available to the Administrative Agent, to such later date account of the Administrative Agent as the Selling Administrative Agent and the Company shall agree. For Notes denominated in U.S. dollarsmay designate, Business Day shall mean a business day in not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and Charlottewhether or not the applicable conditions precedent set forth in Article 11 have then been satisfied. Such amounts made available to the Administrative Agent shall be applied against the amounts of the applicable Swingline Loan or Agent Advance and, North Carolinatogether with the portion of such Swingline Loan or Agent Advance representing the Swingline Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of the Lenders, respectively. These proceduresIf any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto, the Administrative Agent shall, on behalf of the Swingline Lender with respect to each outstanding Swingline Loan and for itself with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Administrative Agent has requested a Settlement with respect to a Swingline Loan or Agent Advance), each Lender (A) shall irrevocably and unconditionally purchase and receive from the Swingline Lender or the Administrative Agent, as well applicable, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swingline Loans or Agent Advances, upon demand by the Swingline Lender or the Administrative Agent, as those described applicable, shall pay to the Swingline Lender or the Administrative Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in Part IIfact made available to the Administrative Agent by any Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swingline Loan or Agent Advance pursuant to clause (ii) preceding, the Administrative Agent shall promptly distribute to such Lender such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan or Agent Advance. (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Administrative Agent may pay over to the Swingline Lender any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be modified applied to the reduction of the Revolving Loans, for application to the Swingline Lender’s Revolving Loans including Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Swingline Lender’s Revolving Loans (other than to Swingline Loans or Agent Advances in which a Lender has not yet funded its purchase of Notes by a Selling Agent participation pursuant to Section 2.2(j)(ii), as principal, if so agreed among provided for in the Companyprevious sentence), the Swingline Lender shall pay to the Administrative Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Swingline Lender with respect to Swingline Loans, the Administrative Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swingline Loans and Agent Advances, shall be entitled to interest at the applicable Selling Agents rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Swingline Lender, the Administrative Agent, and the Lenders. (v) Unless the Administrative Agent has received written notice from a Lender to the contrary, the Administrative Agent may assume that the applicable Paying Agentconditions precedent set forth in Article 11 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swingline Loan.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, the Agent and the Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Advances, the Agent Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) for Notes represented itself, with respect to each Agent Loan and Agent Advance, and (2) with respect to Collections received, as to each by a Global Notenotifying the Lenders by telephone and promptly followed by telecopy, the authentication or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 1:00 p.m. (iiBoston time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by Business Day immediately preceding the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Agent Loans, and Agent Advances for the period since the prior Settlement Date, the amount of repayments received in such period, and the amounts allocated to each Lender of the principal, interest, fees, and other charges for such period. Subject to the terms and conditions contained herein: (y) if procedures “A” a Lender’s balance of the Advances, Agent Loans, and “B” Agent Advances exceeds such Lender’s Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, then Agent shall by no later than 1:00 p.m. (Boston time) on the Settlement Date transfer in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer same day funds to the account of Notes are not completed on or before the time set forth in such Lender as Lender may designate, an amount such that each such sectionLender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances; and (z) if a Lender’s balance of the Advances, Agent Loans, and Agent Advances is less than such Lender’s Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, such offer Lender shall not no later than 1:00 p.m. (Boston time) on the Settlement Date transfer in same day funds to such account of the Agent as the Agent may designate, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances. Such amounts made available to the Agent under clause (z) of the immediately preceding sentence shall be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “A” Agent Loan or Agent Advance and, together with the portion of such Agent Loan or Agent Advance representing each Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lenders Rate. (ii) In determining whether a Lender’s balance of the Advances, Agent Loans, and “B,” Agent Advances is less than, equal to, or greater than such later date Lender’s Pro Rata Share of the Advances, Agent Loans, and Agent Advances as the Selling of a Settlement Date, Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These proceduresshall, as well part of the relevant Settlement, apply to such balance the portion of payments actually received by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as those described in Part IIpart of such Settlement. (iii) Between Settlement Dates, the Agent, to the extent no Agent Advances or Agent Loans are outstanding, may pay over to Lenders any payments received by the Agent, which in accordance with the terms of the Agreement would be modified applied to the reduction of the Advances, for application to Lenders’ Pro Rata Share of the Advances. If, as of any purchase Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to Lenders’ Pro Rata Share of Notes by a Selling the Advances other than to Agent Loans or Agent Advances, as principalprovided for in the previous sentence, if so agreed among Lenders shall pay to the CompanyAgent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, the applicable Selling Agents Agent with respect to Agent Loans and Agent Advances, and each Lender with respect to the Advances other than Agent Loans and Agent Advances, shall be entitled to interest at the applicable Paying Agentrate or rates payable under this Agreement on the daily amount of funds employed by the Agent or the Lenders, as applicable.

Settlement. The receipt if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (A) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(2), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day immediately available funds preceding the Purchase Contract Settlement Date) (the "CASH MERGER EARLY SETTLEMENT DATE"), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement. Subject to the succeeding sentence, Normal Units Holders and Stripped Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(2) in integral multiples of 20 Normal Units or Stripped Units, as the case may be. If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as components of the Normal Units, Normal Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(2) in multiples of 12,500 Normal Units. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(2). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in payment for Notes and either immediately available funds) in an amount equal to the product of (iA) for Notes represented by the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement. If a Global NoteHolder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(2), the authentication of such Global Note by Company will deliver (or will cause the Trustee or other relevant authenticating agent or (iiCollateral Agent to deliver) for Notes represented by a Master Note, to the entry of the appropriate entries and/or notations Holder on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Cash Merger Early Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agent.:

Settlement. The receipt Administrative Agent, Swing Lender and the other Revolving Loan Lenders agree (which agreement shall not be for the benefit of immediately available funds by Borrower) that settlement among the Company in payment for Notes and either (i) for Notes represented by a Global NoteRevolving Loan Lenders as to the Revolving Loans, the authentication Swing Loans and the Protective Advances shall take place on each Settlement Date in accordance with the following provisions: (a) Administrative Agent shall request settlement (“Settlement”) with the Revolving Loan Lenders on a weekly basis or, with respect to the Settlement of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Noteoutstanding Swing Loans, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five no later than 5 Business Days, or at such time as on a more frequent basis if so determined by the Selling Agent(sAdministrative Agent, (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, and (2) for itself, with respect to the outstanding Revolving Loans (to the extent not yet settled with the Revolving Loan Lenders) and Protective Advances by notifying the Company shall agree and specify in Revolving Loan Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m., Pacific time, on the applicable Pricing Supplement, pursuant Business Day immediately prior to the timetable set forth under “Procedures date of the requested Settlement Date. Such notice of a Settlement Date shall include a summary statement of the amount of Swing Loans, Revolving Loans and/or Protective Advances made by Swing Lender or Administrative Agent for Notes Issued the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (i) if a Revolving Loan Lender’s balance of the Revolving Loans (including Swing Loans and Protective Advances) exceeds such Revolving Loan Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Protective Advances) as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m., Pacific time, on the Settlement Date, transfer in Book Entry Form—Settlement Procedures for DTC Notes in Part II immediately available funds to a deposit account of these Administrative Procedures such Revolving Loan Lender (as such Revolving Loan Lender may designate), an amount such that each such date fixed for settlement is hereinafter referred to Revolving Loan Lender shall, upon receipt of such amount, have as a “of the Settlement Date”, its Pro Rata Share of the Revolving Loans (including Swing Loans and Protective Advances), and (ii) if a Revolving Loan Lender’s balance of the Revolving Loans (including Swing Loans and Protective Advances) is less than such Revolving Loan Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and and Protective Advances) as of a Settlement Date, such Revolving Loan Lender shall no later than 12:00 p.m., Pacific time, on the Settlement Date transfer in immediately available funds to Administrative Agent’s Account, an amount such that each such Revolving Loan Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Protective Advances). Unless otherwise agreedIf any such amount is not made available to Administrative Agent by any Revolving Loan Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, if procedures “A” Administrative Agent shall be entitled to recover for its account such amount on demand from such Revolving Loan Lender together with interest thereon at the Defaulting Lender Rate. (b) In determining whether a Revolving Loan Lender’s balance of the Revolving Loans, Swing Loans and “B” Protective Advances is less than, equal to, or greater than such Revolving Loan Lender’s Pro Rata Share of the Revolving Loans, Swing Loans and Protective Advances as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for good funds by Administrative Agent with respect to principal, interest, fees payable by Borrower and allocable to the Revolving Loan Lenders hereunder, and proceeds of Collateral. To the extent that a particular offer of Notes are not completed on or before the time set forth in each net amount is owed to any such sectionRevolving Loan Lender after such application, such offer net amount shall not be settled until the applicable Business Day following the completion distributed by Administrative Agent to that Revolving Loan Lender as part of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentnext Settlement.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Revolving Loan is intended by the Company Lenders to be equal at all times to such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by any Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Bank Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement ”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of the Bank, with respect to each outstanding Bank Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to collections received, in each case, by a Global Note, notifying the authentication Lenders of such Global Note requested Settlement by the Trustee telecopy, telephone or other relevant authenticating agent or similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (iiNew York City time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedEach Lender (other than the Bank, if procedures “A” in the case of Bank Loans) shall make the amount of such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of Bank Loans and “B” Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of the Bank, in “Procedures for Notes Issued in Book-Entry Form—same day funds, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. (New York City time), on the Settlement Procedures for DTC Notes” below for Date applicable thereto. Settlement may start during the continuation of a particular offer Default or an Event of Notes are Default and whether or not completed on or before the time applicable conditions precedent set forth in each such section, such offer Article 11 have then been satisfied. Such amounts made available to the Agent shall not be settled until applied against the applicable Business Day following the completion amounts of the applicable procedures “Bank Loan or Agent Advance and, together with the portion of such Bank Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days fr om and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A” ) on behalf of the Bank, with respect to each outstanding Bank Loan, and “(B,” ) for itself, with respect to each Agent Advance. (ii) Notwithstanding the foregoing, not more than one Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Bank Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such later date Bank Loan or Agent Advance to the extent of such ▇▇▇▇▇▇’s Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such ▇▇▇▇▇▇’s Pro Rata Share of such Bank Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Bank Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such ▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Selling Agent in respect of such Bank Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Bank Loans are outstanding, may pay over to the Bank any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans for application to the Bank’s other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s other outstanding Revolving Loans other than to Bank Loans or Agent Advances, as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revo lving Loans. During the period between Settlement Dates, the Bank with respect to Bank Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Bank Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt It is agreed that each Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Base Pro Rata Share of the outstanding Inventory Facility Advances but not more than such Lender’s Base Commitment (or its Base Commitment plus five (5%) percent to the extent Protective Advances are made pursuant to Section 2.4(d)). Such agreement notwithstanding, Agent and the Lenders agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders as to the Advances (including Swing Line Advances and Protective Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on a monthly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Lead Lender, with respect to the outstanding Swing Line Advances (including, without limitation, Protective Advances made by Lead Lender as Swing Line Advances), (2) for Notes represented itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrower’s or its Subsidiaries’ payments received, as to each by a Global Notenotifying the Lenders by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 2:00 p.m. (iieastern time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances (including Swing Line Advances and Protective Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (y) if the amount of the Advances (including Swing Line Advances and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Line Advances and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (eastern time) on the Settlement Date, transfer in immediately available funds to such Lender, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Line Advances and Protective Advances), and (z) if procedures “A” the amount of the Advances (including Swing Line Advances and “B” Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Line Advances and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (eastern time) on the Settlement Date transfer in “Procedures immediately available funds to Agent’s account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Line Advances and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Protective Advances and, together with the portion of such Protective Advances representing Lead Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances (including Swing Line Advances and Protective Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances (including Swing Line Advances and Protective Advances) as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral received by Agent. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances are outstanding, may pay over to Agent or Lead Lender, as applicable, any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances. Between Settlement Dates, Agent, to the extent no Protective Advances are outstanding, may pay over to Lead Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Lead Lender’s Swing Line Advances. If, as of any Settlement Date, payments of Borrowers received since the then immediately preceding Settlement Date have been applied to Lead Lender’s Pro Rata Share of the Advances other than to Protective Advances and Swing Line Advances, as provided for in the previous sentence, Lead Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a particular offer Defaulting Lender), to be applied to the outstanding Advances of Notes are not completed such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Lead Lender with respect to Protective Advances and Swing Line Advances made by it, Agent with respect to Protective Advances made by it and each Lender with respect to the Advances (other than Swing Line Advances and Protective Advances), shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Lead Lender, Agent, or before the time Lenders, as applicable. (iv) Anything in this Section 2.4(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.4(g).

Settlement. The receipt It is agreed that each applicable Lender’s funded portion of immediately available funds the Advances is intended by the Company Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of Borrowers) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among the Lenders with a Revolver Commitment as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders with a Revolver Commitment on a weekly basis (and, solely with respect to Excess Swing Loans, on the Business Day immediately following the day on which Swing Lender makes any Excess Swing Loan), or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for Notes represented itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to Borrowers’ Collections or payments received, as to each by notifying the Lenders with a Global NoteRevolver Commitment by telecopy, the authentication telephone, or other similar form of transmission, of such Global Note by the Trustee or other relevant authenticating agent or requested Settlement, no later than 4:00 p.m. (iiChicago time) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule Business Day immediately prior to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery date of such Notes by requested Settlement (the Issuing and Paying Agent (or date of such other Paying Agent as may be appointed for such Notes) through requested Settlement being the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreedSuch notice of a Settlement Date shall include a summary statement 127044148_2 of the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if procedures “A” the amount of the Advances (including Swing Loans, Overadvances, and “B” Protective Advances) made by a Lender with a Revolver Commitment that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in “Procedures immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances, or Protective Advances and, together with the portion of such Swing Loans, Overadvances, or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender with a Revolver Commitment on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for Notes Issued its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate. (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in Book-Entry Form—good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the applicable Lenders hereunder, and proceeds of Collateral. (iii) Between Settlement Procedures Dates, Agent, to the extent Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for DTC Notes” below application to the Protective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in 127044148_2 accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders with a particular offer Revolver Commitment, and Agent shall pay to the Lenders with a Revolver Commitment (other than a Defaulting Lender if Agent has implemented the provisions of Notes are not completed Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with a Revolver Commitment with respect to the Advances other than Swing Loans, Overadvances, and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or before the time Lenders with a Revolver Commitment, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentSection 2.3(g).

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loan is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, Bank of America, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Bank of America Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of Bank of America, with respect to each outstanding Bank of America Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to collections received, in each case, by a Global Notenotifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (Central time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than Bank of America, in the case of Bank of America Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Bank of America Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of Bank of America, in same day funds, to such account of the Agent as the Agent may designate, not later than 1:30 p.m. (Central time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in ARTICLE 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Bank of America Loan or Agent Advance and, together with the portion of such Bank of America Loan or Agent Advance representing Bank of America's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication of Agent shall be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Bank of America Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from Bank of America or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Bank of America Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such Bank of America Loan or Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Bank of America Loan or Agent Advance pursuant to subsection (ii) above, the Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Bank of America Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Bank of America Loans are outstanding, may pay over to Bank of America any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to Bank of America's other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America's other outstanding Revolving Loans other than to Bank of America Loans or Agent Advances, as provided for in the previous sentence, Bank of America shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Bank of America with respect to Bank of America Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Bank of America Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBank of America, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Lenders' Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by any Option Care Person) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Lenders' Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Lenders' Agent shall request settlement ("SETTLEMENT") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Lenders' Agent, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Lenders' Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (Chicago time) on the date of such requested Settlement (the "SETTLEMENT DATE"). Each Lender (other than the Bank, in the case of Non-Ratable Loans and the Lenders' Agent in the case of Lenders' Agent Advances) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Lenders' Agent Advances with respect to which Settlement is requested available to the Lenders' Agent, to such account of the Lenders' Agent as the Lenders' Agent may designate, not later than 3:00 p.m. (Chicago time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Global NoteDefault or an Event of Default and whether or not the applicable conditions precedent set forth in SECTION 11.1 or SECTION 11.2, as the case may be, have then been satisfied. Such amounts made available to the Lenders' Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Lenders' Agent Advance and, together with the portion of such Non-Ratable Loan or Lenders' Agent Advance representing the Bank's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Lenders' Agent by any Lender on the Settlement Date applicable thereto, the authentication Lenders' Agent shall (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Lenders' Agent Advance be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Lenders' Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Lenders' Agent has requested a Settlement with respect to a Non-Ratable Loan or Lenders' Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Lenders' Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Lenders' Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Lenders' Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Lenders' Agent Advances, upon demand by the Bank or the Lenders' Agent, as applicable, shall pay to the Bank or the Lenders' Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Lenders' Agent Advances. If such amount is not in fact made available to the Lenders' Agent by any Lender, the entry Lenders' Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Reference Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Lenders' Agent Advance pursuant to clause (ii) above, the Lenders' Agent shall promptly distribute to such Lender such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Lenders' Agent in respect of such Non-Ratable Loan or Lenders' Agent Advance. (iv) Between Settlement Dates, the Lenders' Agent, to the extent no Lenders' Agent Advances are outstanding, may pay over to the Bank any payments received by the Lenders' Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Lenders' Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Bank shall pay to the Lenders' Agent for the account of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Lenders' Agent with respect to Lenders' Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Lenders' Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBank, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Lenders' Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt To facilitate administration of immediately available funds the Loans, the Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Company Borrower) that settlement among them with respect to Swing Line Loans, Protective Advances and other Loans may take place on a date determined from time to time by the Administrative Agent, which shall occur at least weekly. On each settlement date, settlement shall be made with each Lender in payment for Notes and either (i) for Notes represented accordance with the Settlement Report delivered by a Global Notethe Administrative Agent to the Lenders. Between settlement dates, the authentication Administrative Agent may in its discretion apply payments on Loans to Swingline Loans or Protective Advances, regardless of such Global Note any designation by Borrower or any provision herein to the Trustee contrary. Each Lender’s obligation to make settlements with the Administrative Agent is absolute and unconditional, without offset, counterclaim or other relevant authenticating agent defense, and whether or (ii) for Notes represented by not the Commitments have terminated, an Overadvance exists or the conditions in Section ‎4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Master NoteBorrower or otherwise, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (any Swingline Loan or such other Paying Agent as Protective Advance may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until among Lenders hereunder, then each Lender shall be deemed to have purchased from the applicable Administrative Agent a risk participation in each unpaid Swingline Loan and in each unpaid Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of each such Swing Line Loan and each such Protective Advance and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day following after the completion Administrative Agent’s request therefore. The provisions of this Section ‎2.19 shall not limit the rights of the applicable procedures “A” and “B,” Swing Line Lender or such later date as the Selling Agent and obligations of the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among Lenders or the Company, the applicable Selling Agents and the applicable Paying AgentBorrower under Section ‎2.04.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loan is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, BABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i1) The Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Agent, (1) on behalf of BABC, with respect to each outstanding BABC Loan, (2) for Notes represented itself, with respect to each Agent Advance, and (3) with respect to collections received, in each case, by a Global Notenotifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 11:00 a.m. (Pacific time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than BABC, in the case of BABC Loans) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the BABC Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 1:00 p.m. (Pacific time), on the Settlement Date applicable thereto, regardless of whether the applicable conditions precedent set forth in Article 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable BABC Loan or Agent Advance and, together with the portion of such BABC Loan or Agent Advance representing BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (2) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a BABC Loan or Agent Advance), each other Lender shall irrevocably and unconditionally purchase and receive from BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such BABC Loan or Agent Advance to the extent of such Global Note Lender's Pro Rata Share thereof by paying to the Trustee Agent, in same day funds, an amount equal to such Lender's Pro Rata Share of such BABC Loan or other relevant authenticating agent Agent Advance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to the Revolving Loans. (3) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any BABC Loan or Agent Advance pursuant to subsection (ii) for Notes represented by a Master Noteabove, the entry Agent shall promptly distribute to such Lender at such address as such Lender may request in writing, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such BABC Loan or Agent Advance. (4) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to BABC any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to BABC's other outstanding Revolving Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to BABC's other outstanding Revolving Loans other than to BABC Loans or Agent Advances, as provided for in the previous sentence, BABC shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, BABC with respect to BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than BABC Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBABC, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. (a) The receipt of immediately available funds Securities to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company in payment for Notes and either (i) for Notes represented shall be delivered by a Global Note, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry on behalf of the appropriate entries and/or notations on Company to the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation andRepresentatives, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on May 15, 2009 or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time and date as the Selling Agent(s) Representatives and the Company shall may agree and specify upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the applicable Pricing Supplementwritten notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”. (b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(k) hereof, will be delivered at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Closing Location”), and the Securities will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the timetable set forth under “Procedures preceding sentence will be available for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before review by the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agreeparties hereto. For Notes denominated in U.S. dollarsthe purposes of this Section 4, “New York Business Day Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a business day on which banking institutions in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes City are generally authorized or obligated by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentlaw or executive order to close.

Settlement. The receipt (a) By 10:00 a.m. New York City Time on the Business Day following the Final Scheduled Termination Date or applicable Redemption Date, if the Trustee's account at the Depository has been credited with the Paired Holding Shares, the Tradeable Shares or both, as applicable, being tendered for redemption, the Administrative Agent has received the electronic confirmation of immediately available funds such tender, and the Trustee has received the transaction fee as provided in Section 7 of the Authorized Participants Agreement and the Redemption Cash Component, if applicable, payable by the Company redeeming Authorized Participants in payment accordance with Section 2.6(e) and Section 6.1(d)(ii), respectively, the Trustee shall deliver: (i) if the relevant Redemption Date was not a Distribution Date, a Final Distribution consisting of the Treasuries and/or cash in accordance with the instructions from the Administrative Agent and in the manner specified in Section 6.1(d) by effecting the necessary transfers of Treasuries and/or cash to the Participant Custodian Account of the redeeming Authorized Participant; or (ii) in the case of the Final Scheduled Termination Date or a Redemption Date that is scheduled to occur on a Distribution Date, a Final Distribution of cash in the amount specified in priority third of Section 5.2(a) by effecting the necessary transfers of cash to the Participant Custodian Account of the redeeming Authorized Participant not later than the related Distribution Payment Date. (b) The Administrative Agent may, in its discretion, and will when so directed by the Depositor, suspend the right of redemption, or postpone the date of settlement for Notes and either any redemption of Up-MACRO Holding Shares: (i) for Notes represented by a Global Noteany period during which the AMEX is closed other than customary weekend or holiday closings, the authentication of such Global Note by the Trustee or other relevant authenticating agent trading is suspended or restricted; (ii) for Notes represented by any period during which an emergency exists as a Master Noteresult of which delivery, disposal or evaluation of the Treasuries is not reasonably practicable; (iii) if such redemption would cause the Up-MACRO or Down-MACRO Investment Amount to equal less than 10 million dollars; or (iv) for any period during which, such redemption will cause the Up-MACRO Tradeable Trust to hold fifty percent or less of the outstanding Up-MACRO Holding Shares; and (v) for such other period as the Depositor, the entry Trustee or the Administrative Agent determines to be necessary for the protection of Beneficial Owners. None of the appropriate entries and/or notations Depositor, the Trustee or the Administrative Agent will be liable to any Person for any loss or damages that may result from any such suspension or postponement. (c) The Up-MACRO Holding Shares redeemed on the schedule to such Master Note Final Scheduled Termination Date shall be cancelled by the Trustee evidencing Trustee, on behalf of the Supplemental Obligation andUp-MACRO Holding Trust, in either caseaccordance with the procedures of the Depository. (d) In the event that the provisions of this Trust Agreement and the Participants Agreement conflict in any way, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion provisions of the applicable procedures “A” and “B,” Participants Agreement will prevail insofar as they relate to a Paired Optional Redemption or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentPaired Subsequent Issuances.

Settlement. The receipt It is agreed that each Lender's funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement ("Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 1:00 p.m. (Chicago time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Bank, in the case of Non-Ratable Loans and the Agent in the case of Agent Advances) shall make the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation of a Global NoteDefault or an Event of Default and whether or not the applicable conditions precedent set forth in ARTICLE 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the authentication Agent shall (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance be entitled to recover such Global Note by amount on demand from such Lender together with interest thereon at the Trustee or other relevant authenticating agent or Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) for Notes represented Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the entry Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to CLAUSE (ii) preceding, the Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to SECTION 2.2(j)(ii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBank, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying Agentother Lenders.

Settlement. The receipt (a) Each Lender's funded portion of immediately available funds the Revolving Loans is intended by the Company Lenders to be equal at all times to such Lender's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Administrative Agent, the Bank, and the Lenders agree (which agreement shall not be for the benefit of or enforceable by the Obligated Parties) that in payment for Notes order to facilitate the administration of this Agreement and either the other Loan Documents, settlement among them as to the Revolving Loans, including the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (a "Settlement") with the Lenders on at least a weekly basis, or on a more frequent basis at the Administrative Agent's election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for Notes represented itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone, e-mail, or other similar form of transmission, of such requested Settlement, no later than 10:00 a.m. (Pasadena, California time) on the date of such requested Settlement (the "Settlement Date"). Each Lender (other than the Bank, in the case of the Non-Ratable Loans, and the Administrative Agent in the case of the Agent Advances) shall transfer the amount of such Lender's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 11:00 a.m. (Pasadena, California time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Global NoteDefault or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on the Settlement Date applicable thereto, the authentication Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Base Rate Revolving Loans (Y) on behalf of such Global Note by the Trustee or other relevant authenticating agent or Bank, with respect to each outstanding Non-Ratable Loan and (Z) for itself, with respect to each Agent Advance. (ii) for Notes represented Notwithstanding the foregoing, not more than one Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Master NoteDefault or an Event of Default and regardless of whether the Administrative Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender's Pro Rata Share of such Non-Ratable Loan or Agent Advance, and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Administrative Agent, as applicable, shall pay to the Bank or the Administrative Agent, as applicable, as the purchase price of such participation an amount equal to 100% of such Lender's Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact transferred to the Administrative Agent by any Lender, the entry Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Administrative Agent shall promptly distribute to such Lender, such Lender's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, to the extent no Agent Advances are outstanding, the Administrative Agent may pay over to the Bank any payments received by the Administrative Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the appropriate entries and/or notations Revolving Loans, for application to the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which a Lender has not yet funded its purchase of a participation pursuant to clause (ii) preceding), as provided for in the previous sentence, the Bank shall pay to the Administrative Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Administrative Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the schedule to such Master Note actual average daily amount of funds employed by the Trustee evidencing the Supplemental Obligation and, in either caseBank, the delivery of such Notes by Administrative Agent, and the Issuing and Paying other Lenders. (v) Unless the Administrative Agent (or such other Paying has received written notice from a Lender to the contrary, the Administrative Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or assume that the applicable Pricing Supplement), shall constitute “settlement.” Offerings will be settled within two to five Business Days, or at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a “Settlement Date”). Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the time conditions precedent set forth in each such section, such offer shall not be settled until the applicable Business Day following the completion of the applicable procedures “A” and “B,” or such later date as the Selling Agent Article 8 have been satisfied and the Company shall agree. For Notes denominated in U.S. dollars, Business Day shall mean requested Borrowing will not exceed the Availability on any Funding Date for a business day in New York, New York and Charlotte, North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Company, the applicable Selling Agents and the applicable Paying AgentRevolving Loan or Non-Ratable Loan.