Common use of AGENT AND LENDERS Clause in Contracts

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, individually as a Lender and N.A., as Agent and Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Address: Senior Vice President 000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Portfolio Manager Telecopy: 000-000-0000 CITIBANK, N.A., as Lender By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxxx Title: Address: Vice President BBVA USA000 Xxxxxxxxx Xx, an Alabama banking corporation f/k/a Compass Bank00xx xxxxx Xxx Xxxx, individually Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxx Telecopy: 000-000-0000 BARCLAYS BANK PLC, as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President Address: Director Barclays Capital 000 0xx Xxxxxx, 00xxXxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx Telecopy: 212-412-7600 GENERAL ELECTRIC CAPITAL ONECORPORATION, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx By: /s/ Xxxxxx Cloud Name: Xxxxx XxXxxxxx Xxxxxx Cloud Title: Address: Duly Authorized Signatory SUNTRUST 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention; Xxxxxx Cloud Telecopy: 866-.388-3572 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, individually ,as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Address: Managing Director 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxx 00000 Attention: Xxx Xxxxxxxx Telecopy: 000-000-0000 By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxx Title: Address: Vice President 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxxxx Telecopy: 000-000-0000 DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By:/s/ Xxxxx Xxxxx NameBy: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx NameAddress: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. 00 Xxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx NameXX XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx TitleTelecopy: Senior Vice President By:/s/ Szu Xxx Xxxxx Name000-000-0000 HEALTHCARE FINANCE GROUP, as Lender By: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ /s/ Xxxx X. Xxxxxxx Xxxxxx XX Name: Xxxx X. Xxxxxxx Xxxxxx XX Title: Senior Vice President By:/s/ Address: SVP-National Underwriting Manager 000 Xxxxx X. Xxxxxx Xxx Xxxx, Xxx Xxxx Name00000 Attention: Xxxxx X. Xxxx TitleXxxxxxx, EVP Telecopy: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name000-000-0000 XXXXXX XXXXXXX BANK, N.A., as Lender By: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Address: Authorized Signatory Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxxx | Operations 000 Xxxxx Xxxx NameXxxxxx, 0xx Xxxxx Xxxx Xxxx Xxxx, Xxxx 00000-0000 Phone: Xxxxxx Xxxx Title+0-000-000-0000 Fax: Sr. Vice President $+0 000-000-0000 xxxx0xxxxx@XxxxxxXxxxxxx.xxx ________________ ___, 2010 $__________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ New York, New York Each of the undersigned (individually, a “Borrower” and, collectively, the “Borrowers”), jointly and severally promise to pay to the order of ____________________________ (“PayeeLender”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of ____________________ DOLLARS ($___________), or such lesser amount as may be advanced by the Payee Lender as Revolver Loans and owing as LC Obligations from time to time under the Credit Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Loan and Security Agreement dated as of _______________, 2010, among Capella Healthcare, Inc., a Revolving Credit Delaware corporation, the other Borrowers party thereto, the Guarantors party thereto, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (“Loan with daily Agreement”). Principal of and interest on this Note from the date thereof, computed time to time outstanding shall be due and payable as provided in the Credit Loan Agreement. This Note is issued pursuant to and evidences Revolver Loans and LC Obligations under the Loan Agreement, on the principal amount hereof from time to time unpaid, at which reference is made for a rate per annum on each portion statement of the principal amount which shall at all times be equal to rights and obligations of Lender and the rate duties and obligations of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit AgreementBorrowers. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions. The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Revolver Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrowers hereunder or under any other Loan Documents. Time is of the essence of this Note. Each Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of the Obligations its terms, provisions and covenants, or otherwiseany releases or substitutions of any security, shall the interest contracted foror any delay, charged indulgence or received by the Lenders exceed the maximum amount permissible under Applicable Lawother act of any trustee or any holder hereof, whether before or after maturity. IfBorrowers jointly and severally agree to pay, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to save the holder of this Note harmless against, any liability for the payment of interest or, all reasonable documented out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) if such excessive interest exceeds the unpaid balance of principal this Note is collected by or through an attorney-at-law in accordance with Section 3.4 of the Obligations of Loan Agreement. In no contingency or event whatsoever shall the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest amount paid or agreed to be paid to the Lenders shallholder of this Note for the use, to forbearance or detention of money advanced hereunder exceed the extent highest lawful rate permitted by under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this Note, such excess shall be amortizedreturned to Borrowers or credited as a payment of principal, proratedin accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, allocated and spread throughout the full period until payment that holder of this Note not receive or contract to receive, directly or indirectly in full any manner whatsoever, interest in excess of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted which may be paid by Borrowers under Applicable Law. This paragraph Note shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice without giving effect to any conflict of intention law principles (but giving effect to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent federal laws relating to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced therebynational banks).

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as the Agent and as a Lender and as Agent By: /s/ Xxxxxxx Kxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Kxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USABANK OF AMERICA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent N.A. By: /s/ Xxxxx Hxxxx Xxxx Name: Hxxxx Xxxx Title: Vice President REGIONS BANK By: /s/ Kxxxx Xxxxxxx Name: Kxxxx Xxxxxxx Title: Vice President TD BANK, N.A. By: /s/ Jxxxxxx Xxxxxxx Name: Jxxxxxx Xxxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Mxxxxxx X. Xxxxxx Name: Xxxxx Mxxxxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONEASSOCIATED BANK, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx ASSOCIATION By: /s/ Mxxxxxxx Xxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Mxxxxxxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Bxxx X. Xxxxxxx Name: Bxxx X. Xxxxxxx Title: SVP TRUIST BANK By: /s/ Rxxx Xxxxxx Name: Xxxxx X. Rxxx Xxxxxx Title: Director By:/s/ Xxxxxx PNC BANK, NATIONAL ASSOCIATION By: /s/ Jxxxx X. Xxxxxxx Name: Xxxxxx Jxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx NameExiting Lender hereby joins in the execution of this Amendment solely for purposes of acknowledging its agreement to the terms and conditions set forth in Section 3 of this Amendment. EXITING LENDER: Xxxxx Xxxxxx TitleTHE HUNTINGTON NATIONAL BANK By: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. /s/ Jxxxxx Xxxxxxx Name: Xxxx X. Jxxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.President

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as the Agent and as a Lender and as Agent By: /s/ Xxxxxxx Kxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Kxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Hxxxx Xxxx Name: Xxxxx Xxxxxx Hxxxx Xxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx NameBy: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx /s/ Sxxxx X. Xxxxx Name: Xxxxx Sxxxx X. Xxxxx Title: Managing Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx By: /s/ Jxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxxx Jxxxxxx X. Xxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx NameAuthorized Signatory By: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx /s/ Jxxxx X. Xxxxxxx Name: Xxxxxx Jxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx By: /s/ Kxxxx Xxxxxxx Name: Kxxxx Xxxxxxx Title: Vice President By: /s/ Jxxxxxx Xxxxxxx Name: Jxxxxxx Xxxxxxx Title: Vice President By: /s/ Cxxx Xxxxxxx Name: Cxxx X. Xxxxxxx Title: Executive Director By: /s/ Mxxxxxx X. Xxxxxx Name: Xxxxx Mxxxxxx X. Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Authorized Signatory By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director By: /s/ Jxxxxxxx Xxxxxxx Name: Jxxxxxxx Xxxxxxx Title: Authorized Signatory Each Exiting Lender hereby joins in the execution of this Amendment solely for purposes of acknowledging its agreement to the terms and conditions set forth in Section 3 of this Amendment. By: /s/ Dxxxx Xxxxx Name: Szu Xxx Dxxxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx NameDirector By: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. /s/ Mxxxxxxx Xxxx Name: Xxxxx X. Mxxxxxxx Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: SrKEYBANC CAPITAL MARKETS INC., BOFA SECURITIES, INC., KEYBANC CAPITAL MARKETS INC., PNC CAPITAL MARKETS, LLC, AND CAPITAL ONE, NATIONAL ASSOCIATION, WXXXX FARGO BANK, NATIONAL ASSOCIATION, AND BANK OF AMERICA,. Vice President $______________ _____________N.A., 20__ FOR VALUE RECEIVEDPNC BANK, the undersigned (“Maker”)NATIONAL ASSOCIATION AND CAPITAL ONE, hereby promises to pay to ________________ __________________ (“Payee”)NATIONAL ASSOCIATION, or orderTD BANK, in accordance with the terms of that certain Fourth Amended and Restated Credit AgreementN.A., dated as of August 7AND JPMORGAN CHASE BANK, 2019N.A., as from time to time in effectCAPITAL ONE, by and among MakerNATIONAL REGIONS BANK, KeyBank National AssociationTD BANK, for itself and as AgentN.A., and such other Lenders as may be from time to time named therein (the “Credit Agreement”)AND JPMORGAN CHASE BANK, to the extent not sooner paidN.A., on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.CAPITAL ONE,

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONWACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), individually as a Lender Agent and as Agent Lender By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Vxxxx Xxxxx Name: Xxxxx Vxxxx Xxxxx Title: Director FIFTH THIRD BANKBANK OF AMERICA, an Ohio Banking CorporationN.A., individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx NameBy: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx /s/ Lxxx X. Xxxxxxx Name: Xxxxxx Lxxx X. Xxxxxxx Title: Senior Vice President By:/s/ JPMORGAN BUSINESS CREDIT CORP., as a Lender By: /s/ Cxxxxxxxxxx X. Xxxxx Xxxxxx Name: Cxxxxxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx WXXXXXX BUSINESS CREDIT, as a Lender By: /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: AVP THE CIT GROUP/COMMERCIAL SERVICES, INC., as a Lender By: /s/ Sxxxxx Xxxxxxx Name: Sxxxxx Xxxxxxx Title: AVP UPS CAPITAL CORPORATION, as a Lender By: /s/ Jxxx X. Xxxxxxxx Name: Jxxx X. Xxxxxxxx Title: Director, Portfolio Management RZB FINANCE LLC, as a Lender By: /s/ Cxxxxxxxx Xxxxx Name: Szu Xxx Cxxxxxxxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior First Vice President - Corporate Banking By:/s/ Xxxx By: /s/ Jxxx X. Xxxxxxx Name: Xxxx Jxxx X. Xxxxxxx Title: First Vice President HARTMARX CORPORATION, as Debtor and Debtor-in-Possession By: /s/ Txxxx X. Xxxxxxx Name: Txxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx CXXXXXX APPAREL GROUP LIMITED By: /s/ Txxxx X. Xxxx Xxxxxxx Name: Xxxxx Txxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Xxxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx GUARANTORS EACH OF THE COMPANIES LISTED ON EXHIBIT A HERETO, each as Debtor and Debtor-in-Possession By: /s/ Txxxx X. Xxxxxxx Name: Xxxxxx Xxxx Txxxx X. Xxxxxxx Title: Sr. Vice President $______________ _____________Anniston Sportswear Corporation Consolidated Apparel Group, 20__ FOR VALUE RECEIVEDInc. Direct Route Marketing Corporation Hxxx Sxxxxxxxx & Mxxx Hxxxxx-Xxxxxxx Co., the undersigned (“Maker”)Inc. HMX Sportswear, hereby promises to pay to ________________ __________________ (“Payee”)Inc. International Women’s Apparel, or orderInc. Jxxxxx-Xxxx, in accordance with the terms of that certain Fourth Amended and Restated Credit AgreementInc. HMX Luxury, dated Inc. Monarchy Group, Inc., formerly known as of August 7M Acquisition Corp. M. Xxxx & Company, 2019Inc. National Clothing Company, Inc. Simply Blue Apparel, Inc., formerly known as from time to time in effectSB Acquisition Corp. Universal Design Group, by and among MakerLtd. Briar, KeyBank National AssociationInc. Chicago Trouser Company, for itself and as AgentLtd. C. M. Clothing, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.Inc.

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, individually as a Lender and N.A., as Agent and Lender By: /s/ Xxxxxxx Xxxxxxxxxxx /S/ XXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Address: 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx Telecopy: 000-000-0000 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent and a Lender By: /S/ XXXXXXX XXXXXX Name: Xxxxx X. Xxxxxxx Xxxxxx Title: Director By:/s/ Xxxxxx X. Duly Authorized Signatory Address: General Electric Capital Corporation 000 Xxxx Xxxxx Xxxx, Xxxxxxxx X Xxxxxxxx, XX 00000 Attn: Bon-Ton Stores Account Manager Facsimile 000-000-0000 With copies to: General Electric Capital Corporation 000 Xxxxxxx NameXxxxx Norwalk, CT 06851 Attn: Corporate Counsel McGuireWoods LLP 0000 Xxxxxxxxx Xxxxxx, Xxxx 0000 Xxxxxxx, XX 00000-0000 Attn: Xxxxxx X. Xxxxxx Facsimile: 000-000-0000 CAPITAL ONE LEVERAGE FINANCE CORP., as a Lender By: /S/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Senior Vice President By:/s/ Address: 000 Xxxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx Xxxxxx Telecopy: 0-000-000-0000 CITZENS BANK OF PENNSYLVANIA, as a Lender and Co-Documentation Agent By: /S/ XXX XXXX Name: Xxxxx Xxxxxx Xxx Xxxx Title: Senior Vice President By:/s/ Szu Address: 000 Xxxxxx Xxxx Place MS 153-2775 Xxxxxxxxxx, XX 00000 Attn: Xxx Xxxxx Xxxx Telecopy: 000-000-0000 PNC BANK NATIONAL ASSOCIATION, as a Lender By: /S/ XXXXXX X. XXXXXXXXXXX Name: Szu Xxx Xxxxx Xxxxxx X. Xxxxxxxxxxx Title: VP & General Manager VALLEY NATIONAL Vice President Address: PNC Bank, National Association 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxxxxxx Telecopy: 000-000-0000 SUNTRUST BANK, as a national banking association By:/s/ Xxxxxxxx Xxxxxx Lender By: /S/ XXXX X. XXXXXXXXX Name: Xxxxxxxx Xxxxxx Xxxx X. Xxxxxxxxx Title: VP WOODFOREST NATIONAL Vice President Address: 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxxx, XX 00000 TD BANK, N.A., as a national banking association By:/s/ Xxxxx Xxxxxxxx Lender By: /S/ XXXX X. XXXXXXXX Name: Xxxxx Xxxx X. Xxxxxxxx Title: Senior Underwriter U.S. BANK, NATIONAL ASSOCIATION, as a Lender By: /S/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President - Corporate Banking By:/s/ Address: Xxx X.X. Xxxx Xxxxx, XX-XX-X0XX Xx. Xxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxx Xxxxxx Telecopy: 000-000-0000 XXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /S/ XXXXXX XXX Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Xxx Title: Vice President By:/s/ Address: Xxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxx NameXxxxxx Telecopy: Xxxxxx Xxxx Title: Sr. Vice President $_________000-000-0000 EXHIBIT A to Second Amended and Restated Loan and Security Agreement [ ], 20_____ _____________$ New York, 20__ FOR VALUE RECEIVEDNew York THE BON-TON DEPARTMENT STORES, the undersigned INC., a Pennsylvania corporation (“MakerBon-Ton”), hereby promises to pay to ________________ __________________ THE XXXXX-XXXXXXX STORES CORP., an Ohio corporation (“PayeeXxxxx-Xxxxxxx”), or orderXXXXXX XXXXX XXXXX XX, in accordance INC., a Mississippi corporation (“CPS II”), BON-TON DISTRIBUTION, INC., an Illinois corporation (“Distribution”) and MCRIL, LLC, a Virginia limited liability company (“McRIL”, and, together with the terms of that certain Fourth Amended Bon-Ton, Xxxxx-Xxxxxxx, CPS II, Distribution and Restated Credit Agreement, dated as of August 7, 2019, as any other person from time to time in effecta borrower under the Loan Agreement (as defined below), by and among Makercollectively, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit AgreementBorrowers”), for value received, hereby unconditionally promise to pay, on a joint and several basis, to the extent not sooner paidorder of (“Lender”), on or before the Revolving Credit Maturity Datein Dollars and immediately available funds, the principal sum of _________________ DOLLARS ($__________$ ), or such lesser amount as may be advanced by the Payee under the Credit Agreement Lender as a Revolving Credit Loan with daily interest from the date thereof, computed Tranche A Revolver Loans and owing to such Lender as provided in the Credit Agreement, on the principal amount hereof LC Obligations from time to time unpaidunder the Loan Agreement referred to below, at a rate per annum which sum shall be due and payable in such amounts and on such dates as are set forth in the Loan Agreement referred to below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Second Amended and Restated Loan and Security Agreement dated as of March 21, 2011, as such agreement may be amended, modified, renewed or extended from time to time (the “Loan Agreement”), among, the Borrowers, each portion of the principal amount which shall at all times be equal other Obligors party thereto, the financial institutions party thereto from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the rate of interest applicable Lenders (“Agent”) and the other agents and arrangers from time to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereoftime party thereto. Capitalized terms used herein and not otherwise defined herein shall have the same respective meanings set forth given to such terms in the Credit Loan Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate Principal of and interest on this Tranche A Revolver Note from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may time outstanding shall be due and payable in whole or in part prior to the Revolving Credit Maturity Date such amounts and is subject to mandatory prepayment on such dates as provided in the amounts Loan Agreement. This Tranche A Revolver Note is issued pursuant to and evidences Tranche A Revolver Loans and LC Obligations under the circumstances set forth in the Credit Loan Agreement, to which reference is made for a statement of the rights and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker obligations of Lender and the Lenders duties and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Tranche A Revolver Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions. The holder of this Tranche A Revolver Note is hereby authorized by Borrowers to record on a schedule annexed to this Tranche A Revolver Note (or on a supplemental schedule) the amounts owing with respect to the Tranche A Revolver Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Tranche A Revolver Note or any obligations of Borrowers hereunder or under any other Loan Documents. Time is of the essence of this Tranche A Revolver Note. Each Borrower and all endorsers, sureties and guarantors of this Tranche A Revolver Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Tranche A Revolver Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Tranche A Revolver Note or in any of the Obligations its terms, provisions and covenants, or otherwiseany releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. In no event whatsoever shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shallholder of this Tranche A Revolver Note for the use, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full forbearance or detention of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not money advanced hereunder exceed the maximum amount highest lawful rate permitted by under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this Tranche A Revolver Note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Tranche A Revolver Note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. [This paragraph shall control all agreements between the undersigned Maker Tranche A Revolver Note amends, restates, supersedes, and the Lenders and the Agent. In case an Event replaces in its entirety that certain Tranche A Revolver Note dated as of Default shall occurDecember 4, 2009 given by, inter alia, the entire principal amount Borrowers in favor of this the Lender.]1 This Tranche A Revolver Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, shall be governed by the laws of the State of New York. The undersigned Maker , including, without limitation, New York General Obligations Law Sections 5-1401 and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention 5-1402 (but giving effect to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent federal laws relating to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced therebynational banks).

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, individually N.A., as Agent and Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President Address: 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxxxx Xxxxxxx Telecopy: GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Duly Authorized Signatory Address: 00 Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxx 00000 Attn: Bon-Ton Department Stores Manager Telecopy: 000-000-0000 XXXXX FARGO RETAIL FINANCE, LLC, as a Lender By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxxxxx Title: Vice President BBVA USACITIZENS BANK OF PENNSYLVANIA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Xxx Xxxx Name: Xxxxx Xxxxxx Xxx Xxxx Title: Senior Vice President CAPITAL ONE525 Xxxxxxx Penn Place M/S 153-2470 Xxxxxxxxxx, NATIONAL ASSOCIATIONXX 00000 Fax: 000-000-0000 SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx NameBy: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD REGIONS BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx NameBy: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx /s/ Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx Xxxxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000Attorney-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5in-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.Fact

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, individually as a Lender and N.A., as Agent and Lender By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx X. Xxx Xxxxxxxxxx Title: Senior Vice President CAPITAL ONEAddress: 00 Xxxxx Xxxx Xxxxxx, NATIONAL ASSOCIATIONXxxxx 000 Xxxxxxxx, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx NameXxxxxxxxxx 00000 Attn: Xxxxx XxXxxxxx TitleXxxxxxx X. Xxx Xxxxxxxxxx Telecopy: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $_________________ ASSOCIATION, as Lender, Co-Syndication Agent, Joint Book Runner, Co-Lead Arranger By: /s/ X.X. Xxxxx Name: X. X. Xxxxx Title: Vice President Address: 0000 Xxxx Xxxxxx, 9th Floor Dallas, Texas 75201 Attn: X. X. Xxxxx Telecopy: (000) 000-0000 CAPITAL ONE, N.A., as Lender and Co-Documentation Agent By: /s/ Xxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President Address: Specialty Finance Lender Group 000 Xxxxx Xx. Xxxxx Xxxxx, Xxxxxxxxx 00000 Attn: Xxxx X. Xxxxxxxx Office: (000) 000-0000 UNION BANK, N.A. fka UNION BANK OF CALIFORNIA, N.A., as Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Address: Commercial Finance Division 000 Xxxxxxxxxx Xx., 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx, Vice President/ Senior Relationship Manager Telecopy: 000-000-0000 COMPASS BANK, as Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Address: Attn: Xxxxx Xxxxxxxx Telecopy: as Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Address: Attn: Xxxxx Xxxxxxxx Telecopy: ASSOCIATION, as Lender By: /s/ R. Xxxxx Xxxxx Name: R. Xxxxx Xxxxx Title: Vice President Address: X.X. Xxx 00 Xxxxxxx, Xxxxxxxxx 00000 Attn: R. Xxxxx Xxxxx, Vice President Telecopy: (000) 000-0000 XXXXX FARGO PREFERRED CAPITAL, INC., as Lender, and Co-Syndication Agent By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President Address: 000 Xxxxxx Xxxxxx Xxx Xxxxxx, Xxxx 00000 Attn: Xx. Xxxxx X. Xxxxxxx, Senior Vice President Telecopy: (000) 000-0000 REGIONS BANK, as Lender and Co-Documentation Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President Address: Attn: Xxxxx Xxxxxxx, Vice President Telecopy: 000-000-0000 AMEGY BANK, as Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President Address: _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to _________________ _______________________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of Attn: _______________________________ ($Telecopy: __________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.____________________

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONROYAL BANK OF CANADA, individually as a Lender and as Agent By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USAManager, an Alabama banking corporation f/k/a Compass BankAgency Royal Bank of Canada 00 Xxxx Xxxxxx Xxxx, individually 0xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Manager, Agency Services Facsimile: 000-000-0000 ROYAL BANK OF CANADA, as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD Authorized Signatory Royal Bank of Canada Brookfield Place 000 Xxxxx Xxxxxx New York, NY 10281-8098 Attn: Manager, Loans Administration Telephone: 000-000-0000 Facsimile: 000-000-0000 REGIONS BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx NameBy: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx /s/ Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Senior Vice President By:/s/ Regions Bank 0000 Xxxxxxxx Xxxxxxxxx, Suite 100 Charlotte, NC 28211 Attention: Xxxxx X. Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory The Toronto-Dominion Bank, New York Branch c/o TD Securities 000 Xxx Xxxxxx, X&X Xxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxx Xxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANKVice President Xxxxx Fargo Bank, National Association 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 COBANK, ACB, as a national banking association By:/s/ Xxxxxxxx Xxxxxx Lender By: /s/ Xxxxxxxxxx Xxxx Name: Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxx Title: VP WOODFOREST NATIONAL BANKManaging Director CoBank, ACB 0000 X. Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 CITIBANK, N.A., as a national banking association By:/s/ Xxxxx Xxxxxxxx NameLender By: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxx Xxxxxxx Telephone: 000-000-0000 SUNTRUST BANK, as a Lender By: Xxxxxxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxxxx Xxxxxx Title: Senior Vice President By:/s/ SunTrust Bank 00 Xxxxxxxxx Xx. XX, 00xx Xxxxx Xxxxxxxx NameXxxxxxx, XX 00000 Attention: Xxxxxxxxx X. Xxxxx Xxxxxxxx TitleTelephone: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name000-000-0000 Facsimile: Xxxxx Xxxxxxxx Title000-000-0000 BANK OF AMERICA, N.A., as a Lender By: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________Bank of America, 20__ FOR VALUE RECEIVEDN.A. 000 Xxxxxxxxxx Xxxxxx, the undersigned (“Maker”)0xx Xxxxx Xxx Xxxxxxxxx, hereby promises to pay to ________________ __________________ (“Payee”)XX 00000 Attention: Xxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 PNC BANK, or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019NATIONAL ASSOCIATION, as from time to time in effecta Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President PNC Bank, by and among MakerNational Association 0000 Xxxxxxxxx Xx. XX, KeyBank National AssociationXxxxx 0000 Xxxxxxx, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: 000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5000-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.0000 Facsimile: 000-000-0000 EXECUTION VERSIONCONFORMED COPY REFLECTING

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, individually as a Lender and N.A., as Agent and Lender By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Briax Xxxxxx Title: Senior Vice President Address: 20970 Xxxxxxx Xxxxx, Suite 200 Waukesha, WI 53186 Attn: Kellx Xxxxxxx Telecopy: (262) 000-0000 WACHOVIA CAPITAL ONEFINANCE CORPORATION (CENTRAL), NATIONAL ASSOCIATIONas Lender By: /s/ Stevx Xxxxxxxxx Title: Managing Director Address: 150 Xxxxx Xxxxxx Xxxxx, individually Suite 2200 Chicago, IL 60606 Attn: Laurx Xxxxxxxx Telecopy: (312) 000-0000 GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx NameBy: Xxxxx XxXxxxxx /s/ Bond Harbxxxx Title: Duly Authorized Signatory SUNTRUST Address: General Electric Capital Corporation Corporate Financial Services 500 Xxxx Xxxxxx Xxxxxxx, XX 00000-0000 Attn: Bond Harbxxxx Telecopy: (312) 000-0000 JPMORGAN CHASE BANK, individually N.A., as a Lender and By: /s/ Stepxxx Xxxxxx Title: Assistant Vice President Address: 120 X. XxXxxxx Xxxxxx Chicago, IL 60603 Attn: Patrxxx Xxxxxx Telecopy: (312) 000-0000 FIFTH THIRD BANK , as a CoLender By: /s/ Megax X. Xxxxxx Title: Vice President Address: 38 Fountain Square MD 109055 Cincxxxxxx, XX 00000 Attn: Megax Xxxxxx Telecopy: (513) 000-Syndication Agent By:/s/ 0000 WELLX XXXGO FOOTHILL, LLC, as Lender By: /s/ Mark Xxxxxxxx Title: Vice President Address: 2450 Xxxxxxxx Xxx Xxxxx 0000 Xxxx Xxxxx Xxxxxx, XX 00000 Attn: Mark Xxxxxxxx Telecopy: (310) 000-0000 GMAC COMMERCIAL FINANCE LLC – STRUCTURED FINANCE DIVISION, as Lender By: /s/ Marlxxx Xxxxxxxxx-Xxxxxx Title: Vice President Address: GMAC Commercial Finance LLC 1290 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Marlxxx Xxxxxxxxx-Xxxxxx Telecopy: (212) 000-0000 NATIONAL CITY BUSINESS CREDIT, INC., as Lender By: /s/ Tom Xxxx Title: Vice President Address: 1965 Xxxx 0xx Xxxxxx Xxxxxxx Name00-0000 Xxxxxxxxx, XX 00000 Attn: Tom Xxxx Telecopy: (216) 000-0000 LASALLE BUSINESS CREDIT, LLC, as Lender By: /s/ Thomxx X. Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx NameFirst Vice President Address: Xxxxx 135 X. XxXxxxx Xxxxxx Chicago, IL 60603 Attn: Thomxx X. Xxxxxxx Telecopy: (312) 000-0000 CREDIT SUISSE, CAYMAN ISLAND BRANCH, as Lender By: /s/ Jay Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx NameBy: Xxxx Xxxxxxxxx /s/ Jamex Xxxxx Title: Director II XXXXXXX XXXXXXX BANKAssociate Address: Eleven Madixxx Xxxxxx Xxx Xxxx, individually XX 00000 Attn: Ian Xxxxxx Telecopy: (212) 000-0000 MORGXX XXXNXXX XXXK, as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx NameBy: Xxxxx Xxxxxxx /s/ Danixx Xxxxxx Title: Senior Vice President By:/s/ Authorized Signatory Address: 750 Xxxxxxx Xxxxxx, 00xx Xxxxx X. Xxx Xxxx, XX 00000 Attn: Robexx Xxxxxx NameTelecopy: Xxxxx (212) 000-0000 UBS LOAN FINANCE LLC, as Lender By: /s/ Richxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx By: /s/ Irja X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Xxxx Title: Senior Vice President By:/s/ Associate Director Address: 677 Xxxxxxxxxx Xxxx. 0xx Xxxxx, Xxxxx Xxxxxx NameXxxxxxxx, XX 00000 Attn: Elizxxxxx Xxxxx Telecopy: (203) 000-0000 PNC BANK, NATIONAL ASSOCIATION, as Lender By: /s/ Davix X. Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Address: 249 Xxxxx NameXxxxxx Xxxxxxxxxx, XX 00000 Attn: Szu Xxx Marc XxxXxxx Telecopy: (412) 000-0000 NORTH FORK BUSINESS CAPITAL CORPORATION, as Lender By: /s/ Robexx X. Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx Address: 1415 X. Xxxxxxx Name00xx Xxxxxx, Xxxxx 000 X Xxx Xxxxx, XX 00000 Attn: Xxxx Regional Manager Telecopy: (630) 000-0000 UPS CAPITAL CORPORATION, as Lender By: /s/ John X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx NameDirector, Portfolio Management Address: Xxxxx Xxxxxxxx Title35 Gxxxxxxx Xxxx, XX Xxxxxxx, XX 00000 Attn: EVP By:/s/ Xxxx Xxxxxx NameDavix Xxxxxxx Telecopy: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President (404) 000-0000 EXHIBIT A Loan and Security Agreement REVOLVER NOTE [Date] $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ New York, New York AK STEEL CORPORATION, a Delaware corporation (“Borrower”), for value received, hereby unconditionally promises to pay to the order of ____________________________ (“PayeeLender”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of ______________________________ DOLLARS ($___________), or such lesser amount as may be advanced by the Payee Lender as Revolver Loans and owing as LC Obligations from time to time under the Credit Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as a Revolving Credit defined in the Loan with daily and Security Agreement dated as of February 20, 2007, among Borrower, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (“Loan Agreement”). Principal of and interest on this Note from the date thereof, computed time to time outstanding shall be due and payable as provided in the Credit Loan Agreement. This Note is issued pursuant to and evidences Revolver Loans and LC Obligations under the Loan Agreement, on the principal amount hereof from time to time unpaid, at which reference is made for a rate per annum on each portion statement of the principal amount which shall at all times be equal to rights and obligations of Lender and the rate duties and obligations of interest applicable to such portion in accordance with Borrower. The Loan Agreement contains provisions for acceleration of the Credit Agreementmaturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions. The holder of this Note is hereby authorized by Borrower to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with interest on overdue principal andrespect to Revolver Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrower hereunder or under any other Loan Documents. Time is of the essence of this Note. Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive to the extent permitted by Applicable LawLaw demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on overdue installments account of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreementany extensions, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxxrenewals, Xxxxxxxxx, Xxxx 00000-0000partial payments, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one changes in any manner of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contraryor in any of its terms, all agreements between the undersigned Maker provisions and the Lenders and the Agentcovenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether now existing before or hereafter arising and whether written after maturity. In no contingency or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, event whatsoever shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shallholder of this Note for the use, to forbearance or detention of money advanced hereunder exceed the extent highest lawful rate permitted by under Applicable Law. If any such excess amount is inadvertently paid by Borrower or inadvertently received by the holder of this Note, such excess shall be amortizedreturned to Borrower or credited as a payment of principal, proratedin accordance with the Loan Agreement. It is the intent hereof that Borrower not pay or contract to pay, allocated and spread throughout the full period until payment that holder of this Note not receive or contract to receive, directly or indirectly in full any manner whatsoever, interest in excess of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted which may be paid by Borrower under Applicable Law. This paragraph Note shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice without giving effect to any conflict of intention law principles (but giving effect to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent federal laws relating to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced therebynational banks).

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxx Xxxxxxx Xxxxxxxxxxx Name: Xxx Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USABANK OF AMERICA, an Alabama banking corporation f/k/a Compass BankN.A., individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Co-Syndication Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory CITIZENS BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent By: /s/ Xxxxx X. Xxxx Xxxxxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxxxxx Title: Senior Vice President By:/s/ PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President SUNTRUST BANK, as Co-Documentation Agent By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President REGIONS BANK, as Co-Documentation Agent By: /s/ Xxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxx Title: Executive Senior Vice President By:/s/ Xxxxx By: /s/ X.X. Xxxxxxxx Xxx Name: Xxxxx X.X. Xxxxxxxx Xxx Title: EVP By:/s/ Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By:/s/ Xxxxxx By: /s/ Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxx Title: Sr. Vice President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Title: Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Fifth Amended and Restated Credit Agreement, dated as of August 7December 20, 20192016, as from time to time in effect, by and among Makerthe Borrower, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Lawapplicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Lawapplicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Lawapplicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Lawapplicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occuroccur and be continuing, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, shall be governed by the laws of the State of New YorkGeorgia. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Fourth Amended and Restated Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Fourth Amended and Restated Credit Agreement or the obligations evidenced thereby.

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as the Agent and as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Jxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Jxxxx X. Xxxxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx By: /s/ Hxxxx Xxxx Name: Xxxxx XxXxxxxx Hxxxx Xxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx NameVice President By: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx /s/ Sxxxx X. Xxxxx Name: Xxxxx Sxxxx X. Xxxxx Title: Managing Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx By: /s/ Jxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxxx Jxxxxxx X. Xxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx NameAuthorized Signatory By: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx /s/ Jxxxx X. Xxxxxxx Name: Xxxxxx Jxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx By: /s/ C. Vxxxxxx Xxxxxx, Xx. Name: Xxxxx Xxxxxx C. Vxxxxxx Xxxxxx, Xx. Title: Senior Vice President By:/s/ Szu Xxx Xxxxx By: /s/ Jxxxxxx Xxxxxxx Name: Szu Xxx Xxxxx Jxxxxxx Xxxxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Vice President By: /s/ Lxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxx Lxxxx Xxxxxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx NameExecutive Director By: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx /s/ Cxxx X. Xxxxxxx Name: Xxxx Cxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx By: /s/ Dxxxx Xxxxxx Name: Xxxxx Dxxxx Xxxxxx Title: Authorized Signatory By: /s/ Axxx Xxxxxxx Name: Axxx Xxxxxxx Title: Managing Director & Industry Head, U.S. Real Estate, Gaming & Leisure By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director By: /s/ Sxxxx X. Xxxx Xxxxxxx Name: Sxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________KITE REALTY GROUP, 20__ FOR VALUE RECEIVEDL.P., the undersigned (“Maker”)WXXXX FARGO SECURITIES, hereby promises to pay to ________________ __________________ (“Payee”)LLC AND KEYBANC CAPITAL MARKETS INC., or orderAS JOINT BOOK MANAGERSBOOKRUNNERS AND JOINT LEAD ARRANGERS AS CO-SYNDICATION AGENTAGENTS, in accordance with the terms of that certain Fourth Amended and Restated Credit AgreementREGIONS BANK, dated as of August 7TD BANK, 2019N.A., as from time to time in effectBANK OF AMERICA, by and among MakerN.A., KeyBank National AssociationCITIBANK, for itself and as AgentN.A., and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.AND

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Jxxxxxxx Xxxx Name: Xxxxxxx Xxxxxxxxxxx Jxxxxxxx Xxxx Title: Assistant Vice President BBVA USABANK OF AMERICA, an Alabama banking corporation f/k/a Compass BankN.A., individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx Gxxx X. Xxxxxxx Name: Xxxxxx Gxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx REGIONS BANK, as Co-Syndication Agent By: /s/ Cxxxxxxxxxx X. Xxxxxx Name: Cxxxxxxxxxx X. Xxxxxx Title: SVP THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Co-Syndication Agent By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Authorized Signatory CITIZENS BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent By: /s/ Kxxxx Xxxxxxx Name: Kxxxx Xxxxxxx Title: SVP PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent By: /s/ Axx Xxxxxx Name: Axx Xxxxxx Title: VP Corporate Banking SUNTRUST BANK, as Co-Documentation Agent By: /s/ Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Vice President By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Authorized Signatory By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Managing Director By: /s/ Bxxxxxx Xxxxxxx Name: Bxxxxxx Xxxxxxx Title: Vice President By: /s/ Axxxx Xxxxx Name: Axxxx Xxxxx Title: Director By: /s/ Mxxx X. Xxx Name: Mxxx X. Xxx Title: Director By: /s/ Mxxxxxxx Xxxxx Name: Mxxxxxxx Xxxxx Title: Executive Director By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Authorized Signatory By: /s/ Cxxxxxxxx Xxxxxxxxx Name: Cxxxxxxxx Xxxxxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.President

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATIONBANK OF AMERICA, individually as a Lender and N.A., as Agent and Lender By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Txxxxx X. Xxxxxx Name: Xxxxx Txxxxx X. Xxxxxx Title: Senior Vice President CAPITAL ONEAddress: 20000 Xxxxxxx Xxxxx Suite 200 Waukesha, WI 53181 Attn: Operations Telecopy: 300-000-0000 PNC BANK, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Nameand Lender By: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx /s/ Mxxxxxx X. Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Vice President Address: 1000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 Attn: Txxxxx Xxxxxxx Telecopy: 200-000-0000 NATIONAL CITY BUSINESS CREDIT, INC. as Documentation Agent and Lender By: /s/ Gxxxxx X. Xxxxxx Name: Gxxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx Address: One Exxx 0xx Xxxxxx, 0xx Xxxxx Locator 25-C213A Cxxxxxxxxx, XX 00000 Attn: Mxxxxxx XxXxxxxxx Telecopy: (000) 000-0000 KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Rxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx Rxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Address: 100 Xxxxxx Xxxx Xxxxxx — 00xx Xxxxx Xxxxxxxxx, XX 00000 Attn: Telecopy: FIFTH THIRD BANK, as a Lender By: /s/ Bxxxx Xxxxxxxx Name: Xxxxxx Xxxx Bxxxx Xxxxxxxx Title: Sr. Assistant Vice President $______________ _____________Address: 1000 Xxxx Xxxxxx XX XXXX0X Xxxxxxxxxx, 20__ FOR VALUE RECEIVEDXX 00000 Attn: Bxxxx Xxxxxxxx Telecopy: 200-000-0000 JPMorgan Chase Bank, the undersigned N.A. as a Lender By: /s/ Rxxxx X. Xxxxxx Name: Rxxxx X. Xxxxxx Title: Vice President Address: 100 Xxxxxxx Xxxxx Xxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attn: Rxxxx X. Xxxxxx OH2-5272 Telecopy: 300-000-0000 [Date] $ [City, State of Governing Law] CXXXXX TIRE & RUBBER COMPANY, a Delaware corporation (“MakerCooper”), hereby promises to pay to ________________ __________________ MAX-TRAC TIRE CO., INC., an Ohio corporation (“PayeeMax-Trac”, and together with Cooper, collectively, “Borrowers”), or orderfor value received, in accordance with the terms of that certain Fourth Amended hereby unconditionally promise to pay, on a joint and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”)several basis, to the extent not sooner paid, on or before the Revolving Credit Maturity Dateorder of (“Lender”), the principal sum of _________________ DOLLARS ($__________$ ), or such lesser amount as may be advanced by the Payee Lender as Loans and owing as LC Obligations from time to time under the Credit Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as a Revolving Credit defined in the Loan with daily and Security Agreement dated as of November 9, 2007, among Borrowers, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (“Loan Agreement”). Principal of and interest on this Note from the date thereof, computed time to time outstanding shall be due and payable as provided in the Credit Loan Agreement. This Note is issued pursuant to and evidences Loans and LC Obligations under the Loan Agreement, on the principal amount hereof from time to time unpaid, at which reference is made for a rate per annum on each portion statement of the principal amount which shall at all times be equal to rights and obligations of Lender and the rate duties and obligations of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit AgreementBorrowers. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions. The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrowers hereunder or under any other Loan Documents. Time is of the essence of this Note. Each Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of the Obligations its terms, provisions and covenants, or otherwiseany releases or substitutions of any security, shall the interest contracted foror any delay, charged indulgence or received by the Lenders exceed the maximum amount permissible under Applicable Lawother act of any trustee or any holder hereof, whether before or after maturity. IfBorrowers jointly and severally agree to pay, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to save the holder of this Note harmless against, any liability for the payment of interest or, all costs and expenses (including without limitation reasonable attorneys’ fees) if such excessive interest exceeds this Note is collected by or through an attorney-at-law. In no contingency or event whatsoever shall the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest amount paid or agreed to be paid to the Lenders shallholder of this Note for the use, to forbearance or detention of money advanced hereunder exceed the extent highest lawful rate permitted by under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this Note, such excess shall be amortizedreturned to Borrowers or credited as a payment of principal, proratedin accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, allocated and spread throughout the full period until payment that holder of this Note not receive or contract to receive, directly or indirectly in full any manner whatsoever, interest in excess of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted which may be paid by Borrowers under Applicable Law. This paragraph Note shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice without giving effect to any conflict of intention law principles (but giving effect to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent federal laws relating to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced therebynational banks).

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Txxxxxx Xxxxxxx Xxxxxxxxxxx Name: Txxxxxx Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA(SEAL) BANK OF AMERICA, an Alabama banking corporation f/k/a Compass BankN.A., individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx Gxxx X. Xxxxxxx Name: Xxxxxx Gxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx (SEAL) BRANCH, as Co-Syndication Agent By: /s/ J.X. Xxxxxxxx Coo Name: J.X. Xxxxxxxx Coo Title: Managing Director By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Director (SEAL) REGIONS BANK, as Co-Syndication Agent By: /s/ Kxxxx X. Xxxxxx Name: Kxxxx X. Xxxxxx Title: Vice President (SEAL) By: /s/ Dxxxx X. Xxxxxxxxxxx Name: Dxxxx X. Xxxxxxxxxxx Title: Senior Vice President (SEAL) By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Authorized Signatory (SEAL) By: /s/ Bxxxxxx Xxx Name: Bxxxxxx Xxx Title: Executive Director (SEAL) By: /s/ Bxxxxxx X Xxxxxxx Name: Bxxxxxx X. Xxxxxxx Title: Vice President (SEAL) By: /s/ Fxxxxxxx Xxxxxx Name: Fxxxxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx (SEAL) By: /s/ Mxxxx Xxxxxxxxx Name: Szu Xxx Xxxxx Mxxxx Xxxxxxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Authorized Signatory (SEAL) By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Vice President (SEAL) By: /s/ Dxxxx X. Xxxxxx Name: Xxxxxxxx Dxxxx X. Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name(SEAL) By: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. /s/ Mxxxxxx Xxxx Name: Xxxxx X. Mxxxxxx Xxxx Title: Senior Vice President By:/s/ Xxxxx Authorized Signatory (SEAL) By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director (SEAL) By: /s/ Jxxx Xxxxxxxx Name: Xxxxx Jxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”SEAL), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION​ ​ ​ EICF AGENT LLC, individually as Agent ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Authorized Signatory ​ ​ ​ ​ ​ ENERGY IMPACT CREDIT FUND I LP, ​ as a Lender and ​ ​ ​ By: Energy Impact Credit Fund I GP LLC, its general partner ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Managing Partner ​ ​ ​ ​ ​ CION INVESTMENT CORPORATION, ​ as Agent a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President & Chief Investment Officer ​ ​ ​ ​ ​ XXXXXX XXXX FUNDING II, LLC, as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President ​ ​ ​ ​ ​ CROWDOUT CAPITAL LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ CROWDOUT CREDIT OPPORTUNITIES FUND LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary ​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX SPECIALTY SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ XXXXXXXX PLANT SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ ​ XXXXXXXX GLOBAL SERVICES, INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ CONSTRUCTION & MAINTENANCE PROFESSIONALS, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ ​ ​ ​ GLOBAL POWER PROFESSIONAL SERVICES INC., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ GPEG, LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Vice President BBVA USA​ ​ STEAM ENTERPRISES LLC, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent Guarantor ​ ​ ​ By: /s/ Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President CAPITAL ONE​ ​ WISG CANADA LTD., NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxx XxXxxxxx Xxxxxxx X. Xxxxxxxx ​ Title: Duly Authorized Signatory SUNTRUST BANKSecretary ​ ​ WISG NUCLEAR LTD., individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx NameGuarantor ​ ​ ​ By: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Senior Vice President By:/s/ Xxxxx Chief Financial Officer ​ ​ WISG ELECTRICAL LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx ​ Name: Xxxxxx Xxxx X. Xxxxxxx ​ Title: Sr. Vice President $______________ _____________Chief Financial Officer ​ ​ ​ ​ ​ WISG ELECTRICAL, 20__ FOR VALUE RECEIVEDLLC, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019a New York limited liability company, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PAGE ​ ​ ​

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxx Name: Xxxxxxx Xxxxxxxxxxx X. Xxxx Title: Vice President BBVA USAKeyBank National Association 000 Xxxxxxxx Xxxxxx Xxxxxx, an Alabama banking corporation f/k/a Compass BankXxxxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Authorized Signatory Royal Bank of Canada New York Branch Three World Financial Center 000 Xxxxx Xxxxxx New York, individually as a Lender and as a CoNY 10281-Syndication Agent 8098 Attn: Manager, Loans Administration Telephone: 000-000-0000 Facsimile: 000-000-0000 By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONERegions Bank 0000 0xx Xxxxxx Xxxxx, NATIONAL ASSOCIATION00xx xxxxx Xxxxxxxxxx, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name00000 Attention: Xxxxx Xxxxxx TitleTelephone: Senior Vice President By:/s/ Szu Xxx Xxxxx Name000 000 0000 Facsimile: Szu Xxx Xxxxx Title000 000 0000 By: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ CitiBank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx floor New York, New York 10013 Attention: Xxxxx X. Xxxx Xxxxx Telephone: 000-000 0000 Facsimile: 000 000 0000 By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Senior Vice President By:/s/ Bank of America, N.A. 000 Xxxxxxxxxx Xxxxxx, 6th floor CA5-704-06-37 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000 Attention: Xxxxx Xxxxxxxx X. Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 By: /s/ Xxxx X’Xxxx Name: Xxxx X’Xxxx Title: Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx Xxxxxxxx X. Xxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx NameAssociate Credit Suisse AG Eleven Madison Avenue, 25th Floor Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx TitleXxxxxxx X’Xxxx Telephone: EVP By:/s/ 000-000-0000 Facsimile: 000-000-0000 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx CoBank, ACB Attention: Telephone: Facsimile: XXXXXXXXX GROUP, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxx Title: Sr. Vice President $______________ _____________Managing Director, 20__ Global Treasurer Xxxxxxxxx Group, Inc. Attention: Telephone: Facsimile: $ , 2013 FOR VALUE RECEIVED, the undersigned (collectively, “Maker”), hereby promises promise to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Second Amended and Restated Credit Agreement, dated as of August 7January 3, 20192013, as from time to time in effect, by and among MakerCoreSite, L.P., the Subsidiary Borrowers, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________$ ), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Lawapplicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time, or made by wire transfer in accordance with wiring instructions provided by the Agent. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Lawapplicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Lawapplicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Lawapplicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, shall be governed by the laws of the State of New York, including, without limitation, New York General Obligations Law Section 5-1401. The undersigned Maker and all guarantors and endorsers endorsers, to the extent permitted by applicable law, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Txxxxxx Xxxxxxx Xxxxxxxxxxx Name: Txxxxxx Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USABANK OF AMERICA, an Alabama banking corporation f/k/a Compass BankN.A., individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx Gxxx X. Xxxxxxx Name: Xxxxxx Gxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Managing Director By: /s/ J. X. Xxxxxxxx Xxx Name: J. X. Xxxxxxxx Xxx Title: Managing Director REGIONS BANK, as Co-Syndication Agent By: /s/ Kxxxx X. Xxxxxx Name: Xxxxx Kxxxx X. Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx NameBy: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx /s/ Mxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Mxxxxxxx Xxxxxx Title: Vice President By:/s/ By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President By: /s/ Emanuel Ma Name: Emanuel Ma Title: Vice President By: /s/ Bxxxxxx Xxx Name: Bxxxxxx Xxx Title: Executive Director By: /s/ Fxxxxxxx Xxxxxx Name: Fxxxxxxx Xxxxxx Title: SVP, REIT Banking Group By: /s/ Sxxx Xxxxx Name: Sxxx Xxxxx Title: Authorized Signatory By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Director By: /s/ Sxxxxxx Xxxx Name: Xxxxxx Sxxxxxx Xxxx Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 By: /s/ Emanuel Ma Name: Emanuel Ma Title: Authorized Signatory By: /s/ Mxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.Name: Mxxx Xxxxxx Title: Managing Director

AGENT AND LENDERS. KEYBANK WACHOVIA BANK, NATIONAL ASSOCIATION, individually as Administrative Agent and as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Mxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxxxxx Mxxx X. Xxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Managing Director Wachovia Bank, individually as a Lender and as a Co-Syndication Agent National Association WXXXX FARGO BANK, N.A. By: /s/ Xxxxx Xxxxxx Txxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx Txxxxxx X. Xxxxxxxx Title: Senior Vice President CAPITAL ONEBANK OF AMERICA, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx NameN.A. By: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx /s/ Sxxxxx X. Xxxxxxx Name: Xxxxxx Sxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx NameBNP PARIBAS By: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx /s/ Txxxxxx X. Xxxx Name: Xxxxx Txxxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Managing Director By: /s/ Gxxx Xxxxxxxx Name: Xxxxx Gxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx NameU.S. BANK, N.A. By: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx /s/ Kxxxx Xxxxxx Name: Xxxx Kxxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx LASALLE BANK NATIONAL ASSOCIATION By: /s/ Jxxxx Xxxx Name: Xxxxxx Jxxxx Xxxx Title: Sr. AVP THE BANK OF NOVA SCOTIA By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Director FIRST NATIONAL BANK OF OMAHA By: /s/ Mxxx X. Xxxxxxx Name: Mxxx X. Xxxxxxx Title: Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, KEY BANK NATIONAL ASSOCIATION By: /s/ Vxxxxx Xxxxxxxx Name: Vxxxxx Xxxxxxxx Title: AVP COMERICA BANK By: /s/ Txxxxxx X’Xxxxxx Name: Txxxxxx X’Xxxxxx Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ Wxxxxxx X. Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.Name: Wxxxxxx X. Xxxx Title: Vice President COMMERCIAL FEDERAL BANK By: /s/ Wxxxxxx Xxxxx Name: Wxxxxxx Xxxxx Title: Vice President

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION​ EICF AGENT LLC, individually ​ as Agent ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Authorized Signatory ​ ​ ​ ENERGY IMPACT CREDIT FUND I LP, ​ as a Lender and ​ By: Energy Impact Credit Fund I GP LLC, its ​ general partner ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Managing Partner ​ ​ ​ CION INVESTMENT CORPORATION, ​ as Agent a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President & Chief Investment Officer ​ ​ ​ as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President ​ ​ ​ as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ ​ ​ as Borrower ​ By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President, Chief Administrative ​ Officer, General Counsel and Secretary ​ ​ ​ ​ as Borrower ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ ​ as Borrower ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ as Borrower ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ as Borrower ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ ​ XXXXXXXX GLOBAL SERVICES, INC., as Borrower ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ ​ as Borrower ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ ​ ​ as Guarantor ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ ​ ​ GPEG, LLC, as Guarantor ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Vice President BBVA USA​ ​ ​ ​ STEAM ENTERPRISES LLC, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent Guarantor ​ By: /s/ Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President CAPITAL ONE​ ​ ​ ​ WISG CANADA LTD., NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Guarantor ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxx XxXxxxxx Xxxxxxx X. Xxxxxxxx ​ Title: Duly Authorized Signatory SUNTRUST BANKSecretary ​ ​ ​ ​ WISG NUCLEAR LTD., individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx NameGuarantor ​ By: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Senior Vice President By:/s/ Xxxxx Chief Financial Officer ​ ​ ​ ​ WISG ELECTRICAL LTD., as Guarantor ​ By: /s/ Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By:/s/ Xxxxxx Xxxx ​ Name: Xxxxxx Xxxx X. Xxxxxxx ​ Title: Sr. Vice President $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019Chief Financial Officer ​ ​ ​ a New York limited liability company, as from time to time in effect, by Guarantor ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ ​ ​ ​ PAGE 1.1 Term Loan 1 1.2 Term and among Maker, KeyBank National Association, for itself Prepayment 34 1.3 Use of Proceeds 6 1.4 Single Loan 6 1.5 Interest 6 1.6 Fees 7 1.7 Receipt of Payments; Taxes 78 1.8 Application and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum Allocation of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement Payments 89 1.9 Accounting 89 1.10 Indemnity 9 1.11 Rates 910 1.12 Joinder of New Subsidiaries as a Revolving Credit Loan with daily interest from the date thereofParty, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.Etc 910

AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxxxx Title: Vice President BBVA USABANK OF AMERICA, an Alabama banking corporation f/k/a Compass BankN.A., individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President By:/s/ By: /s/ X.X. Xxxxxxxx Xxx Name: X.X. Xxxxxxxx Xxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President REGIONS BANK, as Co-Syndication Agent By: /s/ Xxxxx X. Xxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx Title: Senior Vice President By:/s/ (SEAL) CITIZENS BANK, NATIONAL ASSOCIATION f/k/a RBS CITIZENS, N.A., as Co-Syndication Agent By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxxxxxxx Title: Executive Senior Vice President By:/s/ By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President SUNTRUST BANK, as Co-Syndication Agent By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: SVP REIT Banking Group TORONTO DOMINION (TEXAS) LLC, as Co-Syndication Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxx Title: EVP By:/s/ Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President By:/s/ By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxx XxXxx Name: Xxxx XxXxx Title: Business Banker By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Sr. Vice President AVP $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7October 27, 20192015, as from time to time in effect, by and among Makerthe Borrower, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Lawapplicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Lawapplicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Lawapplicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Lawapplicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occuroccur and be continuing, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, shall be governed by the laws of the State of New YorkGeorgia. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Third Amended and Restated Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Third Amended and Restated Credit Agreement or the obligations evidenced thereby.