Common use of Disbursement of Loans Clause in Contracts

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing datedate for any Loan (including any BA Loan), (i) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent Agent’s Office in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans (including any BA Loan) to be made on such borrowing datedate (provided that, and (B) such Lender’s Commitment Percentage without limiting anything to the contrary contained herein, BA Loans shall be subject to all disbursement provisions of the Permitted Acquisition Loans to be made on such borrowing date, and Section 2.9); (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent Agent’s Office in funds immediately available to the Administrative Agent, the Swingline Loans (other than a Swingline Loan made by way of overdraft) to be made to the Borrower on such borrowing datedate and (iii) the EDC Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the Administrative Agent’s office in funds immediately available to the Administrative Agent, the EDC Credit Loan on the Eleventh Amendment Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent (or with respect to Swingline Loans made by way of overdraft, the Swingline Lender) to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent (or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent or, with respect to Swingline Loans made by way of overdraft, the Swingline Lender) from time to time. Subject to Section 4.124.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan (including any BA Loan, Permitted Acquisition Loan or Swingline Loan ) requested pursuant to this Section 4.01 to the extent that (i) with respect to any Revolving Credit Loan (including any BA Loan), any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Revolving Credit Commitment Percentage of such Revolving Credit Loan (including any BA Loan) or (ii) with respect to any Swingline Loan, the Swingline Lender has not made available to the Administrative Agent such Swingline Loan. Working Capital Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b2.2(b).

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte Chicago time) on the proposed borrowing datedate of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loans, (i) each Lender will shall make available its Loan in funds immediately available in Chicago, Illinois, at the principal office of the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Administrative AgentAgent such Lender's pro rata share of Borrowings as aforesaid, for the account of the Borrower, at the office of the Administrative Agent in funds immediately may assume that such Lender has made such amount available to the Administrative Agent and the Agent, as applicableit its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (Ai) in the case of such Lender’s Commitment Percentage , the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Working Capital Loans Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing datetime), and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for Borrowers, the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).interest rate

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on The Term Loan has been disbursed in full. Funds shall be disbursed by Lender under the proposed borrowing date, (i) each Lender will make available to Revolving Note and the Administrative Agent, Development Note for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made purposes provided herein on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent revolving basis from time to time. Subject time at Borrower’s request, and subject to Section 4.12and in accordance with the conditions and requirements contained herein, the Administrative Agent as follows: (a) Lender shall not be obligated to disburse the any portion of the proceeds Line of Credit and the Development Loan other than closing costs of the Loans approved by Lender, unless and until, at Lender’s option, the following conditions precedent shall have been satisfied: (i) Lender shall have received all of the Loan Documents and Security Instruments, as hereinafter defined, in form reasonably satisfactory to Lender, including, but not limited to Borrower and the appropriate parties executing one or more modification agreements (individually a “Modification Agreement” and collectively the “Modification Agreements”) amending and modifying the loan documents dated September 3, 2013, which among other things, include certain security documents wherein the indebtedness under the Development Loan shall be secured by the Collateral (as hereinafter defined). (ii) Borrower and Guarantors shall have provided to Lender certified resolutions appropriately authorizing the transactions contemplated herein and designating an authorized officer or other agent of Borrower to execute all Loan Documents to which Borrower is a party. (iii) Lender shall have received financing statements in form acceptable to Lender to be filed with the Secretary of State of Tennessee, and such other locations as Lender may reasonably require, perfecting Bank’s security interest in the Collateral (as hereinafter defined), and any waivers or releases reasonably required by Lender. (iv) Lender shall have received a copy of certified articles of organization and certificates of existence of Borrower and Guarantors from the Tennessee Secretary of State and/or such other jurisdictions as Lender may reasonably require, together with copies of the bylaws of Borrower and each corporate Guarantor. (v) Lender shall have received UCC-11 searches issued by the Secretary of State of Tennessee and such other jurisdictions as Lender may reasonably require. (vi) Borrower shall be in material compliance with all covenants, warranties and representations to which Borrower is obligated under this Loan Agreement. (vii) No Event of Default shall then be in existence hereunder or would be caused by any such disbursement. (viii) Borrower shall have furnished to Lender a detailed list of all of the corporate and/or limited liability company entities owned by Borrower, with evidence of any Working Capital indebtedness currently outstanding with Borrower and/or Guarantors. Interest shall accrue on sums advanced only from the date of disbursement of such sums. (b) Advances under the Development Loan shall be subject to the following additional terms and conditions: (i) Prior to advancing funds under the Development Loan, Permitted Acquisition Borrower shall be in compliance with all the existing financial covenants. (ii) Borrower may, at its option upon completion of any project financed under the Development Loan, request that Lender term-out advances made in respect of any such projects (a “Term-Out Option”). Thereafter, principal and interest payments in respect of such advances (a “Conversion Loan”) shall be due and payable monthly based upon a 180-month amortization for fee simple projects and a 60-month amortization for leasehold projects, with all amounts advanced in respect of a particular project being due and payable five (5) years from the beginning of principal and interest amortization (the “Conversion Date”). (iii) Upon the Conversion Date for a particular project, all amounts advanced under Development Loan or Swingline Loan requested pursuant in respect of such project shall be available to be reborrowed under the Development Loan, provided Borrower has provided the documents described in Section 1.8 of this Section 4.01 Agreement and further provided that no Event of Default has occurred and is continuing. (iv) Borrower will pay all reasonable legal expense and recording cost/tax associated with perfecting Lender’s a first priority security interest in the 3-X. Xxxxxxxxx’x locations not currently financed with Lender to the extent that required to be provided as Collateral pursuant to Section 5.17 of this Agreement, in addition to paying any and all reasonable legal expense and recording cost/tax associated with perfecting Lender’s first priority security interest in the Collateral herein described. (v) Borrower shall deliver or cause to be delivered to Lender a preliminary budget for operation of any new restaurant within thirty (or 30) days after the Swingline Lenderdisbursement to Borrower of the initial disbursement to build said restaurant. In addition, in the case event Borrower exercises a Term-Out Option with respect to a particular project, Borrower shall deliver to Lender or cause to be delivered to Lender, such documentation as Lender may reasonably request in respect of Swingline Loanssuch project. Such documentation shall include but not be limited to a current appraisal, title commitment, landlords consents and estoppels (for leasehold projects) has any environmental report and any other necessary reasonably required documents, all of which shall be provided to Lender in a timely manner but not made available less than thirty (30) days prior to the Administrative Agent its applicable Commitment Percentage anticipated closing of the Conversion Loan. To clarify, upon the Conversion Date, the subject Conversion Loan shall no longer be secured by the Collateral, but shall be secured by a mortgage lien on the fee simple or leasehold interest in the subject restaurant, the construction of which was financed with the proceeds thereof. In addition, with respect to any permanent loan secured by real property, the original principal amount of such Loanpermanent loan will be the lesser of (a) Borrower’s total real estate costs, or (b) 80% of the appraised property value. Working Capital Loans As part of the condition to be made for a permanent loan being made, the purpose of refunding Swingline Loans Guarantors shall be made by the Lenders as provided in Section 2.02(b)agree to continue to guarantee any such permanent loan.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent shall promptly notify each Investment Capital Lender (in funds immediately available to the Administrative Agentcase of borrowings of Investment Capital Loans) or Working Capital Lender (in the case of borrowings of Working Capital Loans), as applicable, (Aas to the content of each such Borrowing Request and whether or not QUALCOMM has advised Administrative Agent that the condition set forth in the second sentence of SECTION 2.5(a) such Lender’s Commitment Percentage has been satisfied and that the making of the borrowing of Investment Capital Loans or Working Capital Loans to be made on such borrowing dateLoans, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing dateas applicable, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the would not otherwise contravene this Agreement. Provided that QUALCOMM has advised Administrative Agent in funds immediately available writing that the conditions set forth in the second sentence of SECTION 2.5(a) have been satisfied and that the making of such Loans would not otherwise contravene this Agreement, and provided, further, that Borrower shall have complied with SECTION 2.5(d), if applicable, Investment Capital Lenders (in the case of a borrowing of Investment Capital Loans) or Working Capital Lenders (in the case of a borrowing of Working Capital Loans), as applicable, shall disburse to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 's Payment Office in immediately available funds by crediting 12:00 noon New York time on the requested funding date an amount equal to their respective Working Capital Loan Commitment Percentages or wiring Investment Capital Loan Commitment Percentages, as applicable, multiplied by the amount of the borrowing of such proceeds Loans requested in such Borrowing Request, and Administrative Agent shall promptly disburse the aggregate of such amounts in immediately available funds to the deposit account of the Borrower identified in the most recent designated by written notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the from Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to timetime in accordance with SECTION 8.2. (c) ADMINISTRATIVE AGENT'S RIGHT TO ASSUME FUNDS AVAILABLE FOR LOANS. Subject to Section 4.12, the Unless Administrative Agent shall not be obligated to disburse the portion of the proceeds of have been notified by any Working Investment Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline a borrowing of Investment Capital Loans) has or any Working Capital Lender (in the case of a borrowing of Working Capital Loans), as applicable, no later than the Business Day prior to the respective Funding Date for such borrowing of Loans that such Lender does not made intend to make available to the Administrative Agent immediately available funds equal to such Lender's Commitment Percentage of the total principal amount of such borrowing of such Loans, Administrative Agent may (in its applicable sole and absolute discretion) assume that such Lender has advanced funds in the amount of such Lender's Commitment Percentage of such Loan. Working Capital borrowing of such Loans to be Administrative Agent on the applicable Funding Date and Administrative Agent may, in reliance upon such assumption, make available to Borrower corresponding funds. Administrative Agent agrees to give prompt notice to Borrower in the event it advances funds on behalf of a Lender under this SECTION 2.5(c); provided that failure to give such notice shall in no way limit, restrict or otherwise affect Borrower's obligations or Administrative Agent's or any Lender's rights or remedies under this Agreement and the other Credit Documents. If Administrative Agent has made for the purpose of refunding Swingline Loans funds available to Borrower based on such assumption and such Loan is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be made by entitled to recover the Lenders as provided corresponding amount of such Loan on demand from such Lender. If such Lender does not promptly pay such corresponding amount upon Administrative Agent's demand, Administrative Agent shall notify Borrower and Borrower shall repay such Loan to Administrative Agent, together with accrued interest thereon. Administrative Agent also shall be entitled to recover from such Lender interest on such Loan in Section 2.02(b).respect of each day from

Disbursement of Loans. Not (a) The Borrower shall give the Administrative Agent notice of its request for each Borrowing in substantially the form of Exhibit D hereto not later than 2:00 p.m. 10:00 a.m. Chicago time (Charlotte timei) three Eurodollar Business Days prior to the date such Borrowing is requested to be made if such Borrowing is to be made as a Eurodollar Rate Borrowing, and (ii) on the proposed borrowing datedate such Borrowing is requested to be made if such Borrowing is to be made as a Floating Rate Borrowing, which notice shall specify whether a Eurodollar Rate Borrowing or Floating Rate Borrowing is requested and, in the case of each requested Eurodollar Rate Borrowing, the Eurodollar Interest Period to be initially applicable to such Borrowing. The Administrative Agent, by 1:00 p.m. Chicago time, on the same day such notice is given, shall provide notice of such requested Borrowing to each Lender. Subject to the terms and conditions of this Agreement, the proceeds of each such requested Borrowing shall be made available to the Borrower in immediately available funds. (ib) each Each Lender, on the date any Borrowing is requested to be made, shall make its pro rata share of such Borrowing available in immediately available funds at the principal office of the Administrative Agent for disbursement to the Borrower requesting such Loan. Unless the Administrative Agent shall have received notice from any Lender prior to the date such Borrowing is requested to be made under this Section 2.5 that such Lender will not make available to the Administrative AgentAgent such Lender's pro rata portion of such Borrowing, for the account of the Borrower, at the office of the Administrative Agent in funds immediately may assume that such Lender has made such portion available to the Administrative Agent, as applicable, (A) Agent on the date such Lender’s Commitment Percentage of the Working Capital Loans Borrowing is requested to be made on such borrowing date, in accordance with this Section 2.4. If and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately extent such Lender shall not have so made such pro rata portion available to the Administrative Agent, the Swingline Loans to Administrative Agent may (but shall not be made obligated to) make such amount available to the Borrower on requesting such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring Loan, and such proceeds to the deposit account of Lender and the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower severally agree to pay to the Administrative Agent or forthwith on demand such other account as may be otherwise agreed upon by amount together with interest thereon, for each day from the date such amount is made available to the Borrower and by the Administrative Agent from time until the date such amount is repaid to timethe Administrative Agent, at a rate per annum, if paid by the Borrower, equal to the interest rate applicable to such Borrowing during such period, and if paid by such Lender, equal to the Federal Funds Rate. Subject If such Lender shall pay such amount to Section 4.12the Administrative Agent together with interest, such amount so paid shall constitute a Loan by such Lender as a part of such related Borrowing for purposes of this Agreement. The failure of any Lender to make its pro rata portion of any such Borrowing available to the Administrative Agent shall not be obligated relieve any other Lender of its obligations to disburse the make available its pro rata portion of such Borrowing on the proceeds date such Borrowing is requested to be made, but no Lender shall be responsible for failure of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant other Lender to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made make such pro rata portion available to the Administrative Agent its applicable Commitment Percentage on the date of any such Loan. Working Capital Borrowing. (c) All Loans to made under this Section 2.4 shall be made for evidenced by the purpose of refunding Swingline Notes and all such Loans shall be made by the Lenders due and payable and bear interest as provided in Article III. Each Lender is hereby authorized by the Borrower to record on its books and records, the date, amount and type of each Loan and the duration of the related Interest Period (if applicable), the amount of each payment or prepayment of principal thereon, and the other information provided for on such books and records, which books and records shall constitute prima facie evidence of the information so recorded, PROVIDED, HOWEVER, that failure of any Lender to record, or any error in recording, any such information shall not relieve the Borrower of its obligation to repay the outstanding principal amount of the Loans, all accrued interest thereon and other amounts payable with respect thereto in accordance with the terms of the Notes and this Agreement. Subject to the terms and conditions of this Agreement, the Borrower may borrow Loans under this Section 2.02(b)2.4, prepay Loans pursuant to Section 3.1 and reborrow Loans under this Section 2.4.

Disbursement of Loans. Not later than 2:00 1:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 2.2 in immediately available funds by crediting or wiring such proceeds to the a deposit account of the Borrower identified in maintained with the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or by wire transfer to such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to timetime which account must be specified on the most recent Notice of Account Designation delivered to the Agent. Subject to Section 4.12the terms of the next paragraph, the Administrative Agent shall not be obligated to disburse the a Lender's ratable portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan Revolving Credit Loans requested pursuant to this Section 4.01 2.2 until such Lender shall have made available to the Agent its ratable portion of such Revolving Credit Loans. Unless the Agent shall have received written notice from a Lender prior to 1:00 p.m. (Charlotte time) on a proposed borrowing date with respect to Revolving Credit Loans that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Agent may assume that such Lender has made such portion available to the Agent in immediately available funds on the proposed borrowing date as provided above, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amount. If and to the extent that any such Lender (or shall not have made such portion available to the Swingline Agent, and the Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) in the case of Swingline Loanssuch Lender, at the Federal Funds Rate, and (ii) has not made available in the case of the Borrower, at the rate of interest applicable at such time to the Administrative Revolving Credit Loans comprising such borrowing. If such Lender shall pay to the Agent its applicable Commitment Percentage such corresponding amount, such amount shall constitute such Lender's Revolving Credit Loan as part of such Loanborrowing for purposes of this Agreement. Working Capital The obligations of the Lenders under this Agreement to make the Revolving Credit Loans are several and are not joint and several. The failure of any Lender to make its ratable portion of any Revolving Credit Loan available shall not relieve it or any other Lender of its obligation, if any, hereunder to make its ratable portion of such Revolving Credit Loan available on the applicable borrowing date, but no Lender shall be made responsible for the purpose failure of refunding Swingline Loans shall be made by any other Lender to make its ratable portion of such Revolving Credit Loan available on the Lenders as provided in Section 2.02(b)borrowing date.

Disbursement of Loans. Not later than 2:00 1:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 2.2 in immediately available funds by crediting or wiring such proceeds to the a deposit account of the Borrower identified in maintained with the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or by wire transfer to such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to timetime which account must be specified on the most recent Notice of Account Designation delivered to the Agent. Subject to Section 4.12the terms of the next paragraph, the Administrative Agent shall not be obligated to disburse the a Lender's ratable portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan Revolving Credit Loans requested pursuant to this Section 4.01 2.2 until such Lender shall have made available to the Agent its ratable portion of such Revolving Credit Loans. Unless the Agent shall have received written notice from a Lender prior to 1:00 p.m. (Charlotte time) on a proposed borrowing date with respect to Revolving Credit Loans that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Agent may assume that such Lender has made such portion available to the Agent in immediately available funds on the proposed borrowing date as provided above, and the Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amount. If and to the extent that any such Lender (or shall not have made such portion available to the Swingline Agent, and the Agent shall have made such corresponding amount available to the Borrower, such Lender, on the one hand, and the Borrower, on the other, severally agree to pay to the Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, (i) in the case of Swingline Loanssuch Lender, at the Federal Funds Rate, and (ii) has not made available in the case of the Borrower, at the rate of interest applicable at such time to the Administrative Revolving Credit Loans comprising such borrowing. If such Lender shall pay to the Agent its applicable Commitment Percentage such corresponding amount, such amount shall constitute such Lender's Revolving Credit Loan as part of such Loanborrowing for purposes of this Agreement. Working Capital The obligations of the Lenders under this Agreement to make the Loans are several and are not joint and several. The failure of any Lender to make its ratable portion of any Loan available shall not relieve it or any other Lender of its obligation, if any, hereunder to make its ratable portion of such Loan available on the applicable borrowing date, but no Lender shall be made responsible for the purpose failure of refunding Swingline Loans shall be made by any other Lender to make its ratable portion of such Loan available on the Lenders as provided in Section 2.02(b)borrowing date.

Disbursement of Loans. Not (a) Except with respect to Swing Line Loans and Bid-Option Loans, the Borrower shall give the Administrative Agent notice of its request for each Borrowing in substantially the form of Exhibit H hereto not later than 2:00 p.m. 10:00 a.m. Chicago time (Charlotte timei) three Eurodollar Business Days prior to the date such Borrowing is requested to be made if such Borrowing is to be made as a Eurodollar Rate Borrowing, (ii) three Business Days prior to the date any Letter of Credit Advance is requested to be made, and (iii) on the proposed borrowing datedate such Borrowing is requested to be made if such Borrowing is to be made as a Floating Rate Borrowing, which notice shall specify whether a Eurodollar Rate Borrowing, Floating Rate Borrowing or Letter of Credit Advance is requested and, in the case of each requested Eurodollar Rate Borrowing, the Eurodollar Interest Period to be initially applicable to such Borrowing. The Administrative Agent, by 1:00 p.m. Chicago time, on the same day such notice is given, shall provide notice of such requested Borrowing to each Lender. Subject to the terms and conditions of this Agreement, the proceeds of each such requested Borrowing shall be made available to the Borrower in immediately available funds. Subject to the terms and conditions of this Agreement, the Administrative Agent shall, on the date any Letter of Credit Advance is requested to be made, issue the related Letter of Credit on behalf of the Banks for the account of the Borrower requesting such Letter of Credit. Notwithstanding anything herein to the contrary, the Administrative Agent may decline to issue any requested Letter of Credit on the basis that the beneficiary, the purpose of issuance or the terms or the conditions of drawing are unacceptable to it in its discretion. (ib) each Each Lender, on the date any Borrowing is requested to be made, shall make its pro rata share of such Borrowing available in immediately available funds at the principal office of the Administrative Agent for disbursement to the Borrower requesting such Loan. Unless the Administrative Agent shall have received notice from any Lender prior to the date such Borrowing is requested to be made under this Section 2.5 that such Lender will not make available to the Administrative AgentAgent such Lender's pro rata portion of such Borrowing, for the account of the Borrower, at the office of the Administrative Agent in funds immediately may assume that such Lender has made such portion available to the Administrative Agent, as applicable, (A) Agent on the date such Lender’s Commitment Percentage of the Working Capital Loans Borrowing is requested to be made on such borrowing date, in accordance with this Section 2.5. If and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately extent such Lender shall not have so made such pro rata portion `available to the Administrative Agent, the Swingline Administrative Agent may (but shall not be obligated to) make such amount available to the Borrower requesting such Loan, and such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount is made available to the Borrower by the Administrative Agent until the date such amount is repaid to the Administrative Agent, at a rate per annum, if paid by the Borrower, equal to the interest rate applicable to such Borrowing during such period, and if paid by such Lender, equal to the Federal Funds Rate. If such Lender shall pay such amount to the Administrative Agent together with interest, such amount so paid shall constitute a Loan by such Lender as a part of such related Borrowing for purposes of this Agreement. The failure of any Lender to make its pro rata portion of any such Borrowing available to the Administrative Agent shall not relieve any other Lender of its obligations to make available its pro rata portion of such Borrowing on the date such Borrowing is requested to be made, but no Lender shall be responsible for failure of any other Lender to make such pro rata portion available to the Administrative Agent on the date of any such Borrowing. (c) All Loans made under this Section 2.5 shall be evidenced by the Notes and all such Loans shall be due and payable and bear interest as provided in Article III. Each Lender is hereby authorized by the Borrower to record on its books and records, the date, amount and type of each Loan and the duration of the related Interest Period (if applicable), the amount of each payment or prepayment of principal thereon, and the other information provided for on such books and records, which books and records shall constitute prima facie evidence of the information so recorded, PROVIDED, HOWEVER, that failure of any Lender to record, or any error in recording, any such information shall not relieve the Borrower of its obligation to repay the outstanding principal amount of the Loans, all accrued interest thereon and other amounts payable with respect thereto in accordance with the terms of the Notes and this Agreement. Subject to the terms and conditions of this Agreement, the Borrower may borrow Loans under this Section 2.5, prepay Loans pursuant to Section 3.1 and reborrow Loans under this Section 2.5. (d) All Bid-Option Loans shall be disbursed directly by the Lender making such Bid-Option Loan to the Borrower by 1:30 p.m. Chicago time on the date such Bid-Option Loan is requested to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 via wire transfer in immediately available funds by crediting or wiring such proceeds to the deposit account The First National Bank of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto Chicago, One Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, XXA Number 071-000-000, Xxtention: Marixxx Xxxxxx: Xxference: National Auto Credit, Inc. Bid-Option, confirm to Marixxx Xxxxxx, Xxcsimile No. (a “Notice of Account Designation”312) delivered 000-0000 xx as otherwise directed by the Borrower Borrower. (e) Nothing in this Agreement shall be construed to require or authorize any Lender to issue any Letter of Credit, it being recognized that the Administrative Agent or has the sole obligation under this Agreement to issue Letters of Credit on behalf of the Lenders, and the Commitment of each Lender with respect to Letter of Credit Advances is expressly conditioned upon the Administrative Agent's performance of such other account as may be otherwise agreed upon obligations. Upon such issuance by the Borrower and Administrative Agent, each Lender shall automatically acquire a pro rata risk participation interest in such Letter of Credit Advance based on the amount of its respective Commitment. If the Administrative Agent from time to time. Subject to Section 4.12shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Administrative Agent shall not be obligated provide notice thereof to disburse each Lender on the portion date such draft or demand is honored unless the Borrower shall have satisfied its reimbursement obligation by payment to the Administrative Agent on such date. Each Lender, on such date, shall make its pro rata share of the proceeds amount paid by the Administrative Agent available in immediately available funds at the principal office of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 the Administrative Agent for the account of the Administrative Agent. If and to the extent that any such Lender (or shall not have made such pro rata portion available to the Swingline LenderAdministrative Agent, in such Lender and the case of Swingline Loans) has not Borrowers severally agree to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Administrative Agent until such amount is so made available to the Administrative Agent at a per annum rate equal to the Federal Funds Rate. If such Lender shall pay such amount to the Administrative Agent together with such interest, such amount so paid shall constitute a Revolving Credit Loan by such Lender as part of the Revolving Credit Borrowing disbursed in respect of the reimbursement obligation of the Borrower for purposes of this Agreement. The failure of any Lender to make its applicable Commitment Percentage pro rata portion of any such amount paid by the Administrative Agent available to the Administrative Agent shall not relieve any other Lender of its obligation to make available its pro rata portion of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans amount, but no Lender shall be made by responsible for failure of any other Lender to make such pro rata portion available to the Lenders as provided in Section 2.02(b)Administrative Agent.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte --------------------- time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s 's Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by ------------ crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C --------- hereto (a “"Notice of Account Designation”") delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section ------- 4.12, the Administrative Agent shall not be obligated to disburse the portion of ---- the proceeds of any Working Capital Loan, Permitted the Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the ------------ Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).. ---------------

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on The Term Loan has been disbursed in full. The Second Term Loan shall be fully funded as of the proposed borrowing date, (i) each date hereof. Funds shall be disbursed by Lender will make available to under the Administrative Agent, Revolving Note and the Development Note for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made purposes provided herein on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent revolving basis from time to time. Subject time at Borrower’s request, and subject to Section 4.12and in accordance with the conditions and requirements contained herein, the Administrative Agent as follows: (a) Lender shall not be obligated to disburse the any portion of the proceeds Line of Credit and the Development Loan other than closing costs of the Loans approved by Lender, unless and until, at Lender’s option, the following conditions precedent shall have been satisfied: (i) Lender shall have received all of the Loan Documents and Security Instruments, as hereinafter defined, in form reasonably satisfactory to Lender, including, but not limited to Borrower and the appropriate parties executing one or more modification agreements (individually a “Modification Agreement” and collectively the “Modification Agreements”) amending and modifying the loan documents dated September 3, 2013 as amended on December 9, 2014, which among other things, include certain security documents wherein the indebtedness under the Development Loan and the Second Term Loan shall be secured by the Collateral (as hereinafter defined). (ii) Borrower and Guarantors shall have provided to Lender certified resolutions appropriately authorizing the transactions contemplated herein and designating an authorized officer or other agent of Borrower to execute all Loan Documents to which Borrower is a party. (iii) Lender shall have received financing statements in form acceptable to Lender to be filed with the Secretary of State of Tennessee, and such other locations as Lender may reasonably require, perfecting Bank’s security interest in the Collateral (as hereinafter defined), and any waivers or releases reasonably required by Lender. (iv) Lender shall have received a copy of certified articles of organization and certificates of existence of Borrower and Guarantors from the Tennessee Secretary of State and/or such other jurisdictions as Lender may reasonably require, together with copies of the bylaws of Borrower and each corporate Guarantor. (v) Lender shall have received UCC-11 searches issued by the Secretary of State of Tennessee and such other jurisdictions as Lender may reasonably require. (vi) Borrower shall be in material compliance with all covenants, warranties and representations to which Borrower is obligated under this Loan Agreement. (vii) No Event of Default shall then be in existence hereunder or would be caused by any such disbursement. (viii) Borrower shall have furnished to Lender a detailed list of all of the corporate and/or limited liability company entities owned by Borrower, with evidence of any Working Capital indebtedness currently outstanding with Borrower and/or Guarantors. Interest shall accrue on sums advanced only from the date of disbursement of such sums. (b) Advances under the Development Loan shall be subject to the following additional terms and conditions: (i) Prior to advancing funds under the Development Loan, Permitted Acquisition Borrower shall be in compliance with all the existing financial covenants. (ii) Borrower may, at its option upon completion of any project financed under the Development Loan, request that Lender term-out advances made in respect of any such projects (a “Term-Out Option”). Thereafter, principal and interest payments in respect of such advances (a “Conversion Loan”) shall be due and payable monthly based upon a 180-month amortization for fee simple projects and a 60-month amortization for leasehold projects, with all amounts advanced in respect of a particular project being due and payable five (5) years from the beginning of principal and interest amortization (the “Conversion Date”). (iii) Upon the Conversion Date for a particular project, all amounts advanced under Development Loan or Swingline Loan requested pursuant in respect of such project shall be available to be reborrowed under the Development Loan, provided Borrower has provided the documents described in Section 1.8 of this Section 4.01 to Agreement and further provided that no Event of Default has occurred and is continuing. (iv) Borrower will pay all reasonable legal expense and recording cost/tax associated with perfecting Lender’s a first priority security interest in the extent that any Lender (or the Swingline 3-X. Xxxxxxxxx’x locations not currently financed with Lender, in addition to paying any and all reasonable legal expense and recording cost/tax associated with perfecting Lender’s first priority security interest in the case Collateral herein described. (v) Borrower shall deliver or cause to be delivered to Lender a preliminary budget for operation of Swingline Loansany new restaurant within thirty (30) has days after the disbursement to Borrower of the initial disbursement to build said restaurant. In addition, in the event Borrower exercises a Term-Out Option with respect to a particular project, Borrower shall deliver to Lender or cause to be delivered to Lender, such documentation as Lender may reasonably request in respect of such project. Such documentation shall include but not made available be limited to a current appraisal, title commitment, landlords consents and estoppels (for leasehold projects) any environmental report and any other necessary reasonably required documents, all of which shall be provided to Lender in a timely manner but not less than thirty (30) days prior to the Administrative Agent its applicable Commitment Percentage anticipated closing of the Conversion Loan. To clarify, upon the Conversion Date, the subject Conversion Loan shall no longer be secured by the Collateral, but shall be secured by a mortgage lien on the fee simple or leasehold interest in the subject restaurant, the construction of which was financed with the proceeds thereof. In addition, with respect to any permanent loan secured by real property, the original principal amount of such Loanpermanent loan will be the lesser of (a) Borrower’s total real estate costs, or (b) 80% of the appraised property value. Working Capital Loans As part of the condition to be made for a permanent loan being made, the purpose of refunding Swingline Loans Guarantors shall be made by the Lenders as provided in Section 2.02(b)agree to continue to guarantee any such permanent loan.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte timea) on the proposed borrowing date, (i) each Lender will make available to the Administrative The Agent, for the account of the BorrowerLenders, shall disburse all loans and advances to the Borrower and deal with all collections of Collateral and repayment of Obligations. It is understood that for purposes of advances to the Borrower and for purposes of this , the Agent is using the funds of the Agent. (b) Unless the Agent shall have been notified in writing by any Lender prior to making any Accommodation to the Borrower that such Lender will not make the amount of its pro rata share of the Accommodation on such date available to the Agent, the Agent may assume that such Lender shall make such amount available to the Agent on a Settlement Date, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. A certificate of the Agent submitted to any Lender with respect to any amount owing under this Section shall be conclusive evidence of such amount, absent manifest error. If such Lender's share of such Accommodation is not in fact made available to the Agent by such Lender on the Settlement Date, the Agent shall be entitled to recover such amount with interest thereon at the rate per annum applicable to Revolving Loans hereunder, on demand, from the Borrower without prejudice to any rights which the Agent may have against such Lender. Nothing contained in this Section shall relieve any Lender which has failed to make available its ratable portion of any Accommodation hereunder from its obligation to do so in accordance with the terms hereof. Nothing contained herein shall be deemed to obligate the Agent to make available to the Borrower the full amount of a requested Accommodation when the Agent has a notice (written or otherwise) that any Lender will not advance its ratable portion thereof. (c) On the Settlement Date, the Agent and the Lenders shall each remit to the other, in immediately available funds, all amounts necessary so as to ensure that, as of the Settlement Date, the Lenders shall have their proportionate share of all outstanding Obligations. (d) The Agent shall forward to each Lender, at the office end of each month, a copy of the Administrative account statement rendered by the Agent in funds immediately available to the Administrative AgentBorrower. (e) The Agent shall, as applicable, (A) such Lender’s Commitment Percentage after receipt of any interest or fees earned under this Agreement for and on behalf of the Working Capital Loans Lenders, promptly remit to be made the Lenders their pro rata portion (based on such borrowing date, and their respective Commitment) of any (Bi) such Lender’s Commitment Percentage of the Permitted Acquisition Loans fees they are entitled to be made on such borrowing datereceive, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, interest computed at the office rate and as provided for in of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower this Agreement on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made all outstanding amounts advanced by the Lenders as provided in Section 2.02(b)on each Settlement Date, prior to adjustment, that are subsequent to the last remittance by the Agent to the Lenders of such interest amounts.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and (B) such Lender’s 's Acquisition Commitment Percentage of the Permitted Acquisition Loans Loan to be made on such borrowing date, date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 SECTION 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit EXHIBIT C hereto (a “Notice of Account Designation”"NOTICE OF ACCOUNT DESIGNATION") delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12SECTION 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Revolving Credit Loan, Permitted Acquisition Liquidity Loan or Swingline Acquisition Loan requested pursuant to this Section 4.01 SECTION 4.1 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Revolving Credit Commitment Percentage, Liquidity Commitment Percentage or Acquisition Commitment Percentage, as the case may be, of such Loan. Working Capital Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(bSECTION 2.2(B).

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and (B) such Lender’s 's Acquisition Commitment Percentage of the Permitted Acquisition Loans Loan to be made on such borrowing date, date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 SECTION 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit EXHIBIT C hereto (a “Notice of Account Designation”"NOTICE OF ACCOUNT DESIGNATION") delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12SECTION 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Revolving Credit Loan or Swingline Acquisition Loan requested pursuant to this Section 4.01 SECTION 4.1 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Revolving Credit Commitment Percentage or Acquisition Commitment Percentage, as the case may be, of such Loan. Working Capital Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(bSECTION 2.2(B).

Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in U.S. Dollars of Eurocurrency Loans, and 2:00 p.m. (Charlotte time) P.M. with respect to Base Rate Revolving Loans, on the proposed borrowing datedate of any requested advance of a new Borrowing of Loans, (i) each Lender will Lender, subject to all other provisions hereof, shall make available to the Administrative Agent, for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the Borrower, at the office benefit of the Administrative Agent in the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof, shall make available its portion of such Borrowing in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office benefit of the Administrative Agent in funds immediately available the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse shall promptly make the proceeds of each borrowing requested pursuant to this Section 4.01 such Borrowing available in immediately available funds by crediting or wiring such proceeds to the deposit account of the applicable Borrower identified (or as directed in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered writing by the Borrower to Company) on such date. In the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent event that any Lender (or the Swingline Lender, in the case of Swingline Loans) has does not made make such amounts available to the Administrative Agent its by the time prescribed above, but such amount is received later that day, such amount shall nevertheless be promptly credited to the applicable Commitment Percentage Borrower in the manner described in the preceding sentence (and if such credit is made on the next Business Day, with interest on such amount to begin accruing hereunder on such next Business Day); provided that acceptance by any Borrower of any such Loanlate amount shall not be deemed a waiver by the Company of any rights it may have against such Lender. Working Capital Loans to be made for the purpose of refunding Swingline Loans No Lender shall be made responsible to any Borrower for any failure by the Lenders as provided in Section 2.02(b)another Lender to fund its portion of a Borrowing, and no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund its portion of a Borrowing.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on As and when required under the proposed borrowing dateEscrow Agreement and subject to all other provisions of the Escrow Agreement, (i) each Lender will shall make immediately available to the Administrative Agent, for the account of its applicable Lending Office the Borrower, at amount required to be delivered by such Lender to the office Escrow Account maintained with the Escrow Agent on the Escrow Funding Date according to the instructions of the Administrative Agent delivered in funds immediately available to the Administrative Agent, as applicable, (Aaccordance with Section 2(a) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage Escrow Agreement. On the date that the funding of the Permitted Acquisition Loans amounts on deposit in the Escrow Account are released from the Escrow Account to or for the benefit of the Borrower in accordance with the Escrow Agreement, each Lender shall be deemed to have made on as of such borrowing date, and date (iiwhich date shall be the Closing Date) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrowerits applicable Lending Office its Loan, at the office which Loan shall be in an aggregate principal amount equal to such Lender’s Percentage of the Administrative Agent aggregate amount made available to or for the benefit of the Borrower on the Escrow Funding Date in funds immediately accordance with the Escrow Agreement. In the event that any Lender does not make such amounts available to the Administrative AgentEscrow Agent by the time prescribed in the Escrow Agreement on the Escrow Funding Date, the Swingline Loans to but such amount is received later that day, such amount may be made credited to the Borrower Escrow Account in the manner described in the first sentence of this Section 2.5(a) on the next Business Day (with interest on such borrowing date. The Borrower hereby irrevocably authorizes amount to begin accruing hereunder on such next Business Day) provided that acceptance by the Administrative Escrow Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (any such late amount shall not be deemed a “Notice of Account Designation”) delivered waiver by the Borrower of any rights it may have against such Lender. No Lender shall be responsible to the Administrative Escrow Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time for any failure by another Lender to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the fund its portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant amounts to this Section 4.01 be funded to the extent that Escrow Account under the Escrow Agreement or of a Borrowing, and no such failure by a Lender shall relieve any other Lender (or from its obligation, if any, to fund its portion of the Swingline Lender, in the case of Swingline Loans) has not made available amounts to be funded to the Administrative Agent its applicable Commitment Percentage Escrow Account under the Escrow Agreement or of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b)a Borrowing.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and . Unless the Swingline Lender has received notice (Bby telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the proposed borrowing date (i) directing the Swingline Lender not to make such Lender’s Commitment Percentage Swingline Loan as a result of the Permitted Acquisition Loans limitations set forth in Section 2.2(a), or (ii) that one or more of the applicable conditions specified in Section 5.3 is not then satisfied, then, subject to be made the terms and conditions hereof, not later than 2:00 p.m. on such the proposed borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “"Notice of Account Designation”") delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.124.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Revolving Credit Loan requested pursuant to this Section 4.01 4.1 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Revolving Credit Commitment Percentage of such Loan. Working Capital Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b2.2(b).

Disbursement of Loans. Not later than 2:00 p.m. 1. If a Lender has received an application for a loan pursuant to the provisions of Article 4 and does not give notice pursuant to Article 7, Paragraph 1, and all of the conditions (Charlotte timeexcept for those waved by Lender) set forth in the items of Article 5, Paragraphs 1 or 2 relating to an Individual Loan so applied for are satisfied as of the time of disbursement of such Individual Loan, such Lender shall deposit the Individual Loan Disbursement Amount into the Agent Account by 11:00 a.m. on the proposed borrowing date, (i) each Requested Disbursement Date. Such Individual Loan shall be deemed to have been disbursed by such Lender will make available to the Administrative Agent, for the account of the Borrower, at the office time of deposit of such amount by Agent into Borrower Designated Account from the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing dateAccount. 2. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested If a Loan has been disbursed pursuant to Paragraph 1 of this Section 4.01 in Article 6, Borrower shall immediately available funds by crediting or wiring such proceeds submit to the deposit account of the Borrower identified in the most recent notice substantially Agent a receipt in the form specified in Attachment 9 or Attachment 10 or in form designated by Agent specifying the amount of Exhibit C hereto the Loan and the details of the Individual Loans. If Agent has received such receipt, Agent shall promptly deliver a copy thereof to Lenders who have disbursed the Individual Loans. 3. If Agent has received an application for a loan pursuant to Article 4 and no notice is given pursuant to Article 7, Paragraph 1, Agent shall be entitled (but not obligated) to disburse an Individual Loans by way of Advance Payment on behalf of a “Notice of Lender. After such Advance Payment, such Lender shall deposit the amount equal to the Individual Loan Disbursement Amount into the Agent Account Designation”) delivered in full by the deadline specified in Paragraph 1 of this article 6, and if such deposit is not completed by such deadline, such Lender shall, upon demand from Agent, immediately pay to Agent any Advance Cost required for such Advance Payment, in addition to payment of the amount equal to the Individual Loan Disbursement Amount; provided, however, that if such Lender fails to pay to Agent such Advance Cost and the amount equal to the Individual Loan Disbursement Amount, Agent may require Borrower to pay the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower Advance Cost and the Administrative amount equal to the Individual Loan Disbursement Amount that should be borne by such Lender. Borrower shall, upon demand from Agent, promptly pay such amounts to Agent. In the event that Borrower has, in accordance with the foregoing, paid to Agent from time the Advance Cost and the amount equal to time. Subject the Individual Loan Disbursement Amount that should otherwise be borne by such Lender, such Lender shall be deemed not to Section 4.12, have disbursed the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Individual Loan, Permitted Acquisition and Borrower may, if the requirements for such Individual Loan or Swingline Loan requested pursuant to this Section 4.01 set forth in the items of Article 5, Paragraphs 1 and 2 are satisfied, make a claim against such Lender for the Advance Cost and the amount equal to the extent Individual Loan Disbursement Amount that any Lender (or the Swingline should otherwise be borne by such Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on --------------------- the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s 's Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (C) such Lender's Commitment Percentage of the IPC Acquisition Loan to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in ------------ immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “"Notice of Account Designation”") delivered by --------- the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated ------------ to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan, IPC Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the ------------ case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).. ---------------

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on --------------------- the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the BorrowerBorrowers, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the BorrowerBorrowers, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower Borrowers hereby irrevocably authorizes authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 2.3 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower Borrowers identified in the most recent notice substantially in the form of Exhibit C --------- hereto (a “"Notice of 18 Account Designation”") delivered by the Borrower Company, on behalf of the Borrowers, to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower Borrowers and the Administrative Agent from time to time. Subject to Section 4.124.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Revolving Credit Loan requested pursuant to this Section 4.01 2.3 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b2.2(b).

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on Funds shall be disbursed by Lender under the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, Notes for the account of purposes provided herein (with the Borrower, Term Loan disbursed in full at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower closing and the Administrative Agent Line of Credit disbursed on a revolving basis from time to time. Subject time at Borrower's request), subject to Section 4.12and in accordance with the conditions and requirements contained herein, the Administrative Agent as follows: (a) Lender shall not be obligated to disburse the any portion of the proceeds Loans other than closing costs of the Loans approved by Lender, unless and until, at Lender’s option, the following conditions precedent shall have been satisfied: (i) Lender shall have received all of the Loan Documents and Security Instruments, as hereinafter defined, in form reasonably satisfactory to Lender. (ii) Borrower and Guarantors shall provide to Lender certified resolutions appropriately authorizing the transactions contemplated herein and designating an authorized officer or other agent of Borrower to execute all Loan Documents to which Borrower is a party. (iii) Lender shall have received financing statements in form acceptable to Lender to be filed with the Secretary of State of Tennessee, and such other locations as Lender may reasonably require, perfecting Bank’s security interest in the Collateral (as hereinafter defined), and any waivers or releases reasonably required by Lender. (iv) Lender shall have received a copy of certified articles of organization and certificates of existence of Borrower and Guarantors from the Tennessee Secretary of State and/or such other jurisdictions as Lender may reasonably require, together with copies of the bylaws of Borrower and each corporate Guarantor. (v) UCC-11 searches issued by the Secretary of State of Tennessee and such other jurisdictions as Lender may reasonably require. (vi) Borrower shall be in material compliance with all covenants, warranties and representations to which Borrower is obligated under this Loan Agreement. (vii) No Event of Default shall then be in existence hereunder. (viii) Borrower shall have furnished to Lender a detailed list of all of the corporate entities owned by Borrower, with evidence of any Working Capital Loanindebtedness currently outstanding with Borrower and/or Guarantors. (ix) Borrower shall have furnished to Lender any and all releases regarding any outstanding indebtedness owed to any lender that is to be paid off, or that said lender(s) shall be required to release any lien on an encumbrance they may have on any and all of the assets of Borrower or Guarantors, except for Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 Encumbrances (as hereinafter defined). (x) Within ten (10) days of the date hereof (and not as a condition to the extent that any initial funding of the Loans), Borrower and Guarantors shall furnish to Lender (or the Swingline Lendernegative pledges on all real property owned by Borrower and Guarantors not currently pledged to GE Capital, in which Borrower and Guarantors agree not to pledge the case properties therein described to any lender or any other entity without Lender’s written permission; provided, however, Borrower and Guarantors shall be permitted to sell up to two (2) restaurant properties during the term of Swingline the Loans, so long as the net proceeds are applied in accordance with Section 1.7(b) has not made available of this Agreement. Additionally, Borrower and Guarantors shall provide to Lender an affirmative statement that no other entity shall be granted a negative pledge on said property without first obtaining Lender’s written permission, all of which shall be set forth in this Loan Agreement. Interest shall accrue on sums advanced only from the Administrative Agent its applicable Commitment Percentage date of disbursement of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b)sums.

Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in U.S. Dollars of Eurocurrency Loans, and 2:00 p.m. (Charlotte time) P.M. with respect to Base Rate Revolving Loans, on the proposed borrowing datedate of any requested advance of a new Borrowing of Loans, (i) each Lender will Lender, subject to all other provisions hereof, shall make available to the Administrative Agent, for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the Borrower, at the office benefit of the Administrative Agent in the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or Kroner, on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof, shall make available its portion of such Borrowing in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office benefit of the Administrative Agent in funds immediately available the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse shall make the proceeds of each borrowing requested pursuant to this Section 4.01 such Borrowing available in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified (or as directed in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered writing by the Borrower to Borrower) on such date. In the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent event that any Lender (or the Swingline Lender, in the case of Swingline Loans) has does not made make such amounts available to the Administrative Agent its applicable Commitment Percentage by the time prescribed above, but such amount is received later that day, such amount may be credited to the Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day) provided that acceptance by the Borrower of any such Loanlate amount shall not be deemed a waiver by the Borrower of any rights it may have against such Lender. Working Capital Loans to be made for the purpose of refunding Swingline Loans No Lender shall be made responsible to the Borrower for any failure by the Lenders as provided in Section 2.02(b)another Lender to fund its portion of a Borrowing, and no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund its portion of a Borrowing.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on Funds shall be disbursed by Lender under the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, Notes for the account of purposes provided herein (with the Borrower, Term Loan disbursed in full at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower closing and the Administrative Agent Line of Credit disbursed on a revolving basis from time to time. Subject time at Borrower’s request), subject to Section 4.12and in accordance with the conditions and requirements contained herein, the Administrative Agent as follows: (a) Lender shall not be obligated to disburse the any portion of the proceeds Loans other than closing costs of the Loans approved by Lender, unless and until, at Lender’s option, the following conditions precedent shall have been satisfied: (i) Lender shall have received all of the Loan Documents and Security Instruments, as hereinafter defined, in form reasonably satisfactory to Lender. (ii) Borrower and Guarantors shall provide to Lender certified resolutions appropriately authorizing the transactions contemplated herein and designating an authorized officer or other agent of Borrower to execute all Loan Documents to which Borrower is a party. (iii) Lender shall have received financing statements in form acceptable to Lender to be filed with the Secretary of State of Tennessee, and such other locations as Lender may reasonably require, perfecting Bank’s security interest in the Collateral (as hereinafter defined), and any waivers or releases reasonably required by Lender. (iv) Lender shall have received a copy of certified articles of organization and certificates of existence of Borrower and Guarantors from the Tennessee Secretary of State and/or such other jurisdictions as Lender may reasonably require, together with copies of the bylaws of Borrower and each corporate Guarantor. (v) UCC-11 searches issued by the Secretary of State of Tennessee and such other jurisdictions as Lender may reasonably require. (vi) Borrower shall be in material compliance with all covenants, warranties and representations to which Borrower is obligated under this Loan Agreement. (vii) No Event of Default shall then be in existence hereunder. (viii) Borrower shall have furnished to Lender a detailed list of all of the corporate entities owned by Borrower, with evidence of any Working Capital Loanindebtedness currently outstanding with Borrower and/or Guarantors. (ix) Borrower shall have furnished to Lender any and all releases regarding any outstanding indebtedness owed to any lender that is to be paid off, or that said lender(s) shall be required to release any lien on an encumbrance they may have on any and all of the assets of Borrower or Guarantors, except for Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to Encumbrances (as hereinafter defined). Interest shall accrue on sums advanced only from the extent that any Lender (or the Swingline Lender, in the case date of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage disbursement of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b)sums.

Disbursement of Loans. Not (a) The Company shall give the Agent notice of each requested Borrowing in substantially the form of Exhibit B hereto (with sufficient executed copies for each Bank) not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, 10:00 a.m. Chicago time (i) each Lender will make available three Eurodollar Business Days prior to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) date such Lender’s Commitment Percentage of the Working Capital Loans Borrowing is requested to be made on if such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans Borrowing is to be made on such borrowing dateas a Eurodollar Rate Borrowing, and (ii) on the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans date such Borrowing is requested to be made if such Borrowing is to be made as a Floating Rate Borrowing, which notice shall specify whether a Eurodollar Rate Borrowing or Floating Rate Borrowing is requested and, in the Borrower on case of each requested Eurodollar Rate Borrowing, the Interest Period to be initially applicable to such borrowing dateBorrowing. The Borrower Agent shall as soon as practicable provide notice of such requested Borrowing to each Bank. The Company hereby irrevocably directs and authorizes the Administrative Agent to disburse the proceeds of the initial Borrowing hereunder to the original Banks in amounts sufficient to repay all then existing Indebtedness of the Company and its Subsidiaries to the Original Banks under the Original Credit Agreement. The initial Borrowing hereunder shall be in an amount at least sufficient to make such repayment to the Original Banks. Subject to the terms and conditions of this Agreement, the remaining proceeds of the initial Borrowing and the proceeds of each borrowing subsequent Borrowing shall be made available to the Company by depositing the proceeds thereof, in immediately available funds, in an account maintained and designated by the Company at the principal office of the Agent. (b) Each Bank, on the date any Borrowing is requested pursuant to this Section 4.01 be made, shall make its pro rata share of such Borrowing available in immediately available funds by crediting or wiring such proceeds at the principal office of the Agent for disbursement to the deposit account of Company. Unless the Borrower identified in the most recent Agent shall have received notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower from any Bank prior to the Administrative date such Borrowing is requested to be made under this Section 2.4 that such Bank will not make available to the Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12Bank's pro rata portion of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Agent on the date such Borrowing is requested to be made in accordance with this Section 2.4. If and to the extent such Bank shall not have so made such pro rata portion available to the Agent, the Agent may (but shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to) make such amount available to the extent that any Lender (or Company, and such Bank and the Swingline LenderCompany severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, in for each day from the case of Swingline Loans) has not date such amount is made available to the Administrative Company by the Agent until the date such amount is repaid to the Agent, at a rate per annum equal to the interest rate applicable to such Borrowing during such period. If such Bank shall pay such amount to the Agent together with interest, such amount so paid shall constitute a Loan by such Bank as a part of the related Borrowing for purposes of this Agreement. The failure of any Bank to make its applicable Commitment Percentage pro rata portion of any such Borrowing available to the Agent shall not relieve any other Bank of its obligation to make available its pro rata portion of such Loan. Working Capital Loans Borrowing on the date such Borrowing is requested to be made, but no Bank shall be responsible for failure of any other Bank to make such pro rata portion available to the Agent on the date of any such Borrowing. (c) All Loans made for under this Section 2.4 shall be evidenced by the purpose of refunding Swingline Notes. All such Loans shall be made by the Lenders due and payable and bear interest as provided in Article III. Each Bank is hereby authorized by the Company to record on the schedule attached to its Notes, or in its books and records, the date, and amount and type of each Loan and the duration of the related Interest Period (if applicable), the amount of each payment or prepayment of principal thereon, and the other information provided for on such schedule, which schedule or books and records, as the case may be, shall constitute prima facie evidence of the information so recorded, provided, however, that failure of any Bank to record, or any error in recording, any such information shall not relieve the Company of its obligation to repay the outstanding principal amount of the Loans, all accrued interest thereon and other amounts payable with respect thereto in accordance with the terms of the Notes and this Agreement. Subject to the terms and conditions of this Agreement, the Company may borrow Loans under this Section 2.02(b)2.4, prepay Loans pursuant to Section 3.1 and reborrow Loans under this Section 2.4.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s 's Revolving Credit Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date, and (B) such Lender’s 's Acquisition Commitment Percentage of the Permitted Acquisition Loans Loan to be made on such borrowing date, date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 SECTION 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit EXHIBIT C hereto (a “Notice of Account Designation”"NOTICE OF ACCOUNT DESIGNATION") delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12SECTION 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Revolving Credit Loan, Permitted Acquisition Liquidity Loan or Swingline Acquisition Loan requested pursuant to this Section 4.01 SECTION 4.1 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Revolving Credit Commitment Percentage, Liquidity Commitment Percentage or Acquisition Commitment Percentage, as the case may be, of such Loan. Working Capital Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(bSECTION 2.2(b).

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on The Term Loan and Second Term Loan have been disbursed in full. Funds shall be disbursed by Lender under the proposed borrowing date, (i) each Lender will make available to Revolving Note and the Administrative Agent, Development Note for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage of the Working Capital Loans to be made purposes provided herein on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent revolving basis from time to time. Subject time at Borrower’s request, and subject to Section 4.12and in accordance with the conditions and requirements contained herein, the Administrative Agent as follows: (a) Lender shall not be obligated to disburse the any portion of the proceeds Line of Credit and the Development Loan other than closing costs of the Loans approved by Lender, unless and until, at Lender’s option, the following conditions precedent shall have been satisfied: (i) Borrower shall be in material compliance with all covenants, warranties and representations to which Borrower is obligated under this Loan Agreement. (ii) No Event of Default shall then be in existence hereunder or would be caused by any such disbursement. (iii) Prior to the end of Borrower’s fiscal month 8, 2021, Advances under the Line of Credit in excess of $1,000,000.00 per month (x) shall be limited to $5,000,000.00 per fiscal month beginning with Borrower’s fiscal month 8, 2020 (with any amounts not borrowed during any particular period to be carried over to subsequent periods); and (y) contingent upon the Borrower generating at least the minimum revenue amounts as set forth on Schedule 1 attached hereto. From the beginning of Borrower’s fiscal month 9, 2021 through the remaining term of the Loans, Advances in excess of $1,000,000.00 per month shall not be limited to $5,000,000.00 per month and shall not be contingent upon the Borrower generating the minimum revenue amounts set forth in Schedule 1. Interest shall accrue on sums advanced only from the date of disbursement of such sums. (b) Advances under the Development Loan shall be subject to the following additional terms and conditions: (i) Prior to advancing funds under the Development Loan, Borrower shall be in compliance with all the existing financial covenants. (ii) Borrower may, at its option upon completion of any Working Capital project financed under the Development Loan, Permitted Acquisition request that Lender term-out advances made in respect of any such projects (a “Term-Out Option”). Thereafter, principal and interest payments in respect of such advances (a “Conversion Loan”) shall be due and payable monthly based upon a 180-month amortization for fee simple projects and a 60-month amortization for leasehold projects, with all amounts advanced in respect of a particular project being due and payable five (5) years from the beginning of principal and interest amortization (the “Conversion Date”). (iii) Upon the Conversion Date for a particular project, all amounts advanced under Development Loan or Swingline Loan requested pursuant in respect of such project shall be available to be reborrowed under the Development Loan, provided Borrower has provided the documents described in Section 1.8 of this Section 4.01 to Agreement and further provided that no Event of Default has occurred and is continuing. (iv) Borrower shall have paid all reasonable legal expense and recording cost/tax associated with perfecting Lender’s first priority security interest in the extent that any Lender (or the Swingline X. Xxxxxxxxx’x locations currently financed with Lender, in addition to paying any and all reasonable legal expense and recording cost/tax associated with perfecting Lender’s first priority security interest in the case Collateral herein described. (v) Borrower shall deliver or cause to be delivered to Lender a preliminary budget for operation of Swingline Loansany new restaurant within thirty (30) has days after the disbursement to Borrower of the initial disbursement to build said restaurant. In addition, in the event Borrower exercises a Term-Out Option with respect to a particular project, Borrower shall deliver to Lender or cause to be delivered to Lender, such documentation as Lender may reasonably request in respect of such project. Such documentation shall include but not made available be limited to a current appraisal, title commitment, landlords consents and estoppels (for leasehold projects) any environmental report and any other necessary reasonably required documents, all of which shall be provided to Lender in a timely manner but not less than thirty (30) days prior to the Administrative Agent its applicable Commitment Percentage anticipated closing of the Conversion Loan. To clarify, upon the Conversion Date, the subject Conversion Loan shall no longer be secured by the Collateral, but shall be secured by a mortgage lien on the fee simple or leasehold interest in the subject restaurant, the construction of which was financed with the proceeds thereof. In addition, with respect to any permanent loan secured by real property, the original principal amount of such Loanpermanent loan will be the lesser of (a) Borrower’s total real estate costs, or (b) 80% of the appraised property value. Working Capital Loans As part of the condition to be made for a permanent loan being made, the purpose of refunding Swingline Loans Guarantors shall be made by the Lenders as provided in Section 2.02(b)agree to continue to guarantee any such permanent loan.

Disbursement of Loans. Not later than 2:00 p.m. (Charlotte timea) If all of the conditions set forth in Section 4.1 to the effectiveness of this Agreement are met prior to 10:00 a.m. Central Time on the proposed borrowing dateBusiness Day immediately prior to the Closing Date, (i) then, each Lender will make available to the Administrative Agent, for the account its pro rata portion of the Borrower, at Loans to be made on the office Closing Date in the manner provided below no later than 3:00 p.m. Central Time on the Closing Date. If all of the Administrative Agent conditions required in funds connection with Loans elected to be made by one or more Lenders pursuant to Section 2.1(b) are met prior to 10:00 a.m. Central Time on the Business Day immediately prior to applicable Subsequent Funding Date, then each Lender will make available to the Administrative Agent, as applicable, (A) such Lender’s Commitment Percentage its pro rata portion of the Working Capital Loans to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of date in the Permitted Acquisition Loans to be made manner provided below no later than 3:00 p.m. Central Time on such borrowing date, and . (iib) the Swingline Each Lender will shall make available all amounts it is to the Administrative Agentfund to Borrowers, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested including pursuant to this Section 4.01 2.2(c), in immediately available funds to Administrative Agent, and, following receipt thereof in an account designated by crediting or wiring Administrative Agent, Administrative Agent will remit such proceeds to the deposit account of the Borrower identified amounts, in immediately available funds and in Dollars, as set forth in the most recent Disbursement Letter, the applicable notice substantially of borrowing or as elected by Required Lenders pursuant to Section 2.1(b) or 2.2 (c), as the case may be. The failure of any Lender to make available the amounts it is to fund to Borrowers hereunder or to make a payment required to be made by it under any Loan Document shall not relieve any other Lender of its obligations under any Loan Document, but no Lender shall be responsible for the failure of any other Lender to make any payment required to be made by such other Lender under any Loan Document. (c) At the election of Required Lenders and upon notice to Borrowers, any and all payments of principal, interest, fees, premiums, Lender Expenses and other sums payable under the Loan Documents shall be deemed to be a request for the advance of Loans in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered applicable amount on the date determined by the Borrower to the Administrative Agent or Required Lenders, and each such other account as may payment shall be otherwise agreed upon by the Borrower and the Administrative Agent made from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital LoanLoans made hereunder, Permitted Acquisition Loan or Swingline Loan requested whether made following a request by Borrowers pursuant to this Section 4.01 to the extent that any Lender (2.1(b) or the Swingline Lender, in the case of Swingline Loans) has not made available to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders a deemed request as provided in this Section 2.02(b2.2(c). Any such request shall be irrevocable. (d) [Reserved].

Disbursement of Loans. (i) Not later than 2:00 p.m. (Charlotte time) on the proposed borrowing datedate for any Revolving Credit Loan denominated in Dollars, (i) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the applicable Borrower, at the office of the Administrative Agent in Dollars in funds immediately available to the Administrative Agent, as applicable, (A) such Revolving Credit Lender’s Commitment Percentage of the Working Capital Revolving Credit Loans to be made on such borrowing date. (ii) Not later than Noon (the time of the location of the office of the Administrative Agent’s Correspondent) on or before the proposed borrowing date for any Revolving Credit Loan denominated in an Alternative Currency, and (B) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the applicable Borrower, at the location of the office of the Administrative Agent’s Correspondent in the requested Alternative Currency in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s Commitment Percentage of the Permitted Acquisition Loans Revolving Credit Loan to be made on such borrowing date. (iii) Not later than 1:00 p.m. (Toronto, and Ontario time) on the proposed borrowing date for any Canadian Base Rate Loan, the Canadian Dollar Lender will make available to the Administrative Agent, for the account of the Canadian Borrower, at the office of the Canadian Dollar Lender in Canadian Dollars in funds immediately available to the Administrative Agent, the Canadian Dollar Loan to be made on such borrowing date. (iiiv) Not later than 2:00 p.m. on the proposed borrowing date for any Swingline Loan, as applicable, the Swingline Lender will make available to the Administrative Agent, for the account of the U.S. Borrower, at the office of the Administrative Agent in Dollars in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. . (v) The Borrower Borrowers hereby irrevocably authorizes authorize the Administrative Agent to to, and the Administrative Agent shall promptly, disburse the proceeds of each borrowing requested pursuant to this Section 4.01 2.4(b) in immediately available funds by crediting or wiring such proceeds to the deposit account of the applicable Borrower identified in the most recent notice notices substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower U.S. Borrower, on behalf of itself and the other Borrowers, to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower U.S. Borrower, on behalf of itself and the other Borrowers, and the Administrative Agent from time to time. Subject to Section 4.124.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline amount with respect to any Loan requested pursuant to this Section 4.01 2.4(b) to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) such amount has not been made available by the applicable Lenders to the Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Agent. (vi) Revolving Credit Loans to be made for the purpose of (A) refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in Section 2.02(b2.3(b) and (B) refunding Canadian Dollar Loans shall be made by the Revolving Credit Lenders as provided in Section 2.2(b).

Disbursement of Loans. Not later than 2:00 p.m. 12:00 noon (Charlotte Chicago time) on the proposed borrowing datedate of any Borrowing (a "FUNDING DATE") of LIBOR Loans or Prime Rate Loans, (i) each Lender will shall make available its Loan in funds immediately available in Chicago, Illinois at the principal office of the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "REFUNDING BORROWING") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 12:00 noon (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Administrative AgentAgent such Lender's PRO RATA share of Borrowings as aforesaid, for the account of the Borrower, at the office of the Administrative Agent in funds immediately may assume that such Lender has made such amount available to the Administrative Agent and the Agent, as applicablein its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (Ai) in the case of such Lender’s Commitment Percentage , the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Working Capital Loans Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to be made on such borrowing date, and (B) such Lender’s Commitment Percentage of the Permitted Acquisition Loans to be made on such borrowing datetime), and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available the Borrowers, the interest rate applicable at the time to the Administrative Borrowing made on such Funding Date. If such Lender shall pay to the Agent its applicable Commitment Percentage such corresponding amount, such amount so paid shall constitute such Lender's PRO RATA share of such Borrowing, and if both such Lender and the Borrowers shall have paid and repaid, respectively, such corresponding amount, the Agent shall promptly return to the Borrowers such corresponding amount in same day funds. Nothing in this Section shall be deemed to relieve any Lender of its obligation hereunder to make its PRO RATA share of Loans on the requested date of Borrowing, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to performs its obligation to make a Loan. Working Capital Loans In the event that, at any time when no Event of Default exists hereunder, and the applicable conditions for funding set forth hereunder have been satisfied, a Lender for any reason fails or refuses to be made for fund its PRO RATA share of a Loan (the purpose funded portion of refunding Swingline Loans such Loan being hereinafter referred to as a "NON PRO RATA LOAN" and such Lender being hereinafter referred to as a "DEFAULTING LENDER"), then, until such time as such Defaulting Lender has funded its portion of the Loan which was previously a Non Pro Rata Loan, or all other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be made by the Lenders subordinated in right of payment, as provided in Section 2.02(bthe following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting Lender has not funded its PRO RATA share (such principal, interest and fees being referred to as "SENIOR LOANS"). All amounts paid by Borrowers and otherwise due to be applied to the obligations owing to the Defaulting Lender pursuant to the terms hereof shall be distributed by Agent to the other Lenders in accordance with their respective PRO RATA shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, the Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrowers to repay all Loans in accordance with the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of this section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding any instruction of Borrowers as to its desired application of payments. In addition, no unused commitment fee shall accrue in favor of, or be payable to, such Defaulting Lender from the date of such failure to fund until such failure has been cured.