Common use of Notes; Repayment of Loans Clause in Contracts

Notes; Repayment of Loans. (a) All Revolving Credit Loans made by a Lender to the Borrowers shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form of EXHIBIT B annexed hereto, delivered and payable to such Lender in a principal amount equal to its Revolving Credit Commitment on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) of the Revolving Credit Loans being converted on such date; PROVIDED, HOWEVER, that the failure of the Borrowers to deliver Term Notes pursuant to the provisions of this Section shall not affect the liability of the Borrowers to repay the amount of Revolving Credit Loans being converted.

Notes; Repayment of Loans. (a) All The Senior Secured Loans and the Junior Secured Loans of each Lender are evidenced by the Senior Secured Notes in substantially the form of Exhibit A-1 hereto and the Junior Secured Notes substantially in the form of Exhibit A-2 hereto, respectively, duly executed and delivered on behalf of the Borrower, and dated as of the Restructure Effective Date. The New Revolving Credit Loans made by a each Lender to the Borrowers shall be evidenced by a single New Revolving Credit NoteNotes, duly executed and delivered on behalf of the BorrowersBorrower, dated as of the Closing Restructure Effective Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit A-3, delivered and with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its such Lender's New Revolving Credit Commitment on such dateCommitment. The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit the applicable Note, shall mature and be due and payable on the Senior Secured Loans Maturity Date, the Junior Secured Loans Maturity Date or the New Revolving Credit Termination Date if such date occurs earlier than Maturity Date, as the Conversion Date orcase may be. Each Lender shall, subject to and is hereby authorized by the terms and conditions of this AgreementBorrower to, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan endorse on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender's internal records, an appropriate notation evidencing the date and amount of each applicable Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of Revolving Credit Loans being convertedthis Amended Agreement and the applicable Notes.

Notes; Repayment of Loans. (a) All The Revolving Credit Loans made by a Lender to the Borrowers each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B-1 with the blanks appropriately filled, payable to such Bank in a principal amount equal to such Bank's pro rata share of the Revolving Credit Commitment. The Term Loan A made by each Bank shall be evidenced by a single Term Loan A Note, duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-2 with the blanks appropriately filled, delivered and payable to such Lender Bank in a principal amount equal to its Revolving Credit Commitment on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Bank's Term Loan on the Conversion DateA Commitment. The Term Loan B made by a Lender on the Conversion Date each Bank shall be evidenced by a single Term Loan B Note, duly executed on behalf of the Borrowers, dated the Conversion Closing Date, in substantially the form of EXHIBIT A annexed heretoattached hereto as Exhibit B-3 with the blanks appropriately filled, delivered and payable to such Lender Bank in a principal amount equal to its PRO RATA share (based such Bank's Term Loan B Commitment. The Term Loan C made by each Bank shall be evidenced by a single Term Loan C Note, duly executed on its Revolving Credit Commitment) behalf of the Revolving Credit Loans being converted on Borrowers, dated the Closing Date, in substantially the form attached hereto as Exhibit B-4 with the blanks appropriately filled, payable to such date; PROVIDED, HOWEVER, that the failure of the Borrowers Bank in a principal amount equal to deliver such Bank's Term Notes pursuant to the provisions of this Section shall not affect the liability of the Borrowers to repay the amount of Revolving Credit Loans being convertedLoan C Commitment.

Notes; Repayment of Loans. (a) All Revolving Credit Loans made by a Lender to the Borrowers shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form of EXHIBIT Exhibit B annexed hereto, delivered and payable to such Lender in a principal amount equal to its Revolving Credit Commitment on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT Exhibit A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA pro rata share (based on its Revolving Credit Commitment) of the Revolving Credit Loans being converted on such date; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers to deliver Term Notes pursuant to the provisions of this Section shall not affect the liability of the Borrowers to repay the amount of Revolving Credit Loans being converted.

Notes; Repayment of Loans. (a) All Revolving Credit Loans made by a Lender to the Borrowers Borrower shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B Exhibit B-1 annexed hereto, delivered and payable to such Lender in a principal amount equal to its Revolving Credit Commitment on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan All Reducing Revolving Credit Loans made by a Lender on to the Conversion Date Borrower shall be evidenced by a single Term Reducing Revolving Credit Note, duly executed on behalf of the BorrowersBorrower, dated the Conversion Closing Date, in substantially the form of EXHIBIT A Exhibit B-2 annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Reducing Revolving Credit Commitment) of the Revolving Credit Loans being converted Commitment on such date; PROVIDED, HOWEVER, that the failure . The outstanding balance of the Borrowers to deliver Term Notes pursuant to the provisions of this Section shall not affect the liability of the Borrowers to repay the amount of each Reducing Revolving Credit Loans being convertedLoan, as evidenced by any such Reducing Revolving Credit Note, shall mature and be due and payable on the Reducing Revolving Credit Termination Date.

Notes; Repayment of Loans. (a) All Revolving Credit The Loans made by a each Lender (and by the Swingline Lender, with respect to the Borrowers Swingline Loans) shall be evidenced by a single Revolving Credit Note, Note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 or B-2, delivered and as applicable, payable to the order of each such Lender (or the Swingline Lender, as applicable) in a an aggregate principal amount equal to its Revolving Credit such Lender’s Commitment on such date(or, in the case of the Note evidencing the Swingline Loans, $5,000,000). The outstanding principal balance of each Revolving Credit Loan, as evidenced all Swingline Loans shall be repaid on the earlier of the Termination Date or on the date otherwise requested by any such Revolving Credit Note, the Swingline Lender in accordance with the provisions of Section 2.07(a). The outstanding principal balance of all other Obligations shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, (subject to earlier repayment as provided below). Each Note shall bear interest from the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan date thereof on the Conversion Dateoutstanding principal balance thereof as set forth in this Article II. The Term Loan made Each Lender is hereby authorized by the Borrowers to endorse on a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers to repay the amount Loans made by such Lender in accordance with the terms of Revolving Credit Loans being convertedthis Agreement and the applicable Notes.

Notes; Repayment of Loans. (a) All The Revolving Credit Loans made by a each Revolving Credit Lender (and by the Swingline Lender, with respect to the Borrowers Swingline Loans) shall be evidenced by a single Revolving Credit Note, Note duly executed on behalf of the Borrowers, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 or B-2, delivered and as applicable, payable to the order of each such Revolving Credit Lender (or the Swingline Lender, as applicable) in a an aggregate principal amount equal to its Revolving Credit Commitment on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date Lender’s Commitment (or, subject to in the terms and conditions case of this Agreementthe Note evidencing the Swingline Loans, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date$5,000,000). The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, Note duly executed on behalf of the Borrowers, dated the Conversion Closing Date, in substantially the form attached hereto as Exhibit B-3, payable to the order of EXHIBIT A annexed hereto, the Term Lender in the principal amount of $8,000,000. The outstanding principal balance of all Swingline Loans shall be repaid on the earlier of the Termination Date or on the date otherwise requested by the Swingline Lender in accordance with the provisions of Section 2.07(a). The outstanding principal balance of all other Obligations shall be payable on the Termination Date (subject to earlier repayment as provided below). Each Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in this Article II. Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers to repay the amount Loans made by such Lender in accordance with the terms of Revolving Credit Loans being convertedthis Agreement and the applicable Notes.

Notes; Repayment of Loans. (a) All Revolving Credit The Loans made by a each Lender to the Borrowers shall be evidenced in each case by a single Revolving Credit Note, Note or Notes duly executed on behalf of by the BorrowersBorrower, dated the Financial Closing Date, in substantially with the form of EXHIBIT B annexed heretoblanks appropriately filled, delivered and payable to the order of such Lender in a principal amount equal to its Revolving Credit such Lender's Term Loan Commitment on such dateor Working Capital Loan Commitment, as applicable. The If not earlier paid in accordance with the terms of this Agreement and the applicable Notes, the outstanding principal balance of each Revolving Credit Loanthe Term Loans and the Working Capital Loans, as evidenced by any such Revolving Credit NoteNotes, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan Maturity Date or the Working Capital Loan Maturity Date, respectively. Each Note shall bear interest from the date of the first Borrowing evidenced thereby on the Conversion Dateoutstanding principal balance thereof as set forth in Section 2.06. The Term Each Lender shall, and is hereby authorized by the Borrower to, endorse on the applicable schedule attached to each Note delivered to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each Loan made by a Lender such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan, and the Conversion Date shall other information provided for on such schedule. The endorsements made and the records kept by the Lenders shall, absent manifest error, be evidenced by a single Term Note, duly executed on behalf prima facie evidence of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered existence and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) amounts of the Revolving Credit Loans being converted on Obligations indicated by such dateendorsement or record; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability any obligation of the Borrowers Borrower to repay the amount Loans made by such Lender to the Borrower in accordance with the terms of Revolving Credit Loans being convertedthis Agreement and the Notes or any obligation of the Borrower to pay any other Obligation.

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by a Lender to the Borrowers each Bank shall be evidenced by a single Revolving Credit Note, Competitive Note duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 with the blanks appropriately filled, delivered and payable to the order of such Lender Bank in a principal amount equal to its the Total Commitment. The Revolving Credit Loans made by each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 with the blanks appropriately filled, payable to the order of such Bank in a principal amount equal to the Commitment on of such dateBank. The outstanding principal balance of each Competitive Loan or Revolving Credit Loan, as evidenced by any such Revolving Credit the relevant Note, shall mature and be due and payable (a) in the case of a Competitive Loan, on the last day of the Interest Period applicable to such Competitive Loan and on the Maturity Date and (b) in the case of a Revolving Credit Termination Loan, on the Maturity Date if in the currency of such Loan. Each Competitive Note and each Revolving Credit Note shall bear interest from the date occurs earlier than thereof on the Conversion Date oroutstanding principal balance thereof as set forth in Section 2.10. Each Bank shall, subject and is hereby authorized by the Borrower to, endorse on the schedule to the terms relevant Note held by such Bank (or on a continuation of such schedule attached to each such Note and conditions made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the date, currency and amount of this Agreement, including, without limitation, that no Default each Competitive Loan or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) Loan, as applicable, of the such Bank, each payment or prepayment of principal of any Competitive Loan or Revolving Credit Loans being converted Loan, as applicable, and the other information provided on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Borrower to repay the amount of Competitive Loans or Revolving Credit Loans being convertedLoans, as applicable, made by such Bank in accordance with the terms of the relevant Note.

Notes; Repayment of Loans. (a) All The Revolving Credit Loans made by a each Lender to the Borrowers shall be evidenced by a single Revolving Credit Note, duly executed and delivered on behalf of the BorrowersBorrower, dated the Closing Effective Date, substantially in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit A-1, delivered and with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its such Lender's Revolving Credit Commitment on such dateCommitment. The outstanding principal balance of each Revolving Credit Loan, Loan as evidenced by any such each applicable Revolving Credit Note, shall mature be payable on the last day of the Interest Period applicable to such Revolving Loan and be due and payable on the Revolving Credit Termination Date if such Maturity Date, and shall bear interest from the date occurs earlier than of the Conversion Date orfirst Borrowing hereunder on the outstanding principal balance thereof as set forth in Section 2.07. Subject to Section 2.12, subject to the terms all principal of, and conditions of this Agreementinterest on, including, without limitation, that no Default or Event of Default shall then exist, Foreign Currency Loans shall be converted to a Term paid or repaid, as the case may be, in the applicable currency in which such Loan was made. Each Lender shall, and is hereby authorized by the Borrower to, endorse on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Revolving Credit Note delivered and payable to such Lender in (or on a principal amount equal continuation of such schedule attached to its PRO RATA share (based on its such Revolving Credit Commitment) Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each applicable Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDED, HOWEVERTHAT, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of this Amended Agreement and the applicable Revolving Credit Loans being convertedNotes.

Notes; Repayment of Loans. (a) The Term Loan-A made by a Lender shall be evidenced by a single Term Note-A, duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form of Exhibit A-1 annexed hereto, delivered and payable to such Lender in a principal amount equal to its Term Loan-A Commitment on such date. The Term Loan-B made by a Lender shall be evidenced by a single Term Note-B, duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form of Exhibit A-2 annexed hereto, delivered and payable to such Lender in a principal amount equal to its Term Loan-B Commitment on such date. All Revolving Credit Loans made by a Lender to the Borrowers Borrower shall be evidenced by a single Revolving Credit Note, duly executed on behalf of the BorrowersBorrower, dated and executed and delivered on the Closing Date, in substantially the form of EXHIBIT Exhibit B annexed hereto, delivered and payable to such Lender in a principal amount equal to its Revolving Credit Commitment in respect of the Borrower on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) of the Revolving Credit Loans being converted on such date; PROVIDED, HOWEVER, that the failure of the Borrowers to deliver Term Notes pursuant to the provisions of this Section shall not affect the liability of the Borrowers to repay the amount of Revolving Credit Loans being converted.

Notes; Repayment of Loans. (a) All The Tranche A Revolving Credit Loans made by a each Lender to the Borrowers shall be evidenced by a single Tranche A Revolving Credit Note, duly executed and delivered on behalf of the BorrowersBorrower, dated the Closing Date, substantially in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit A-1, delivered and with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its such Lender's Tranche A Revolving Credit Commitment on such dateCommitment. The outstanding principal balance of each Tranche A Revolving Credit Loan, as evidenced by any such each applicable Tranche A Revolving Credit Note, shall mature and be due and payable on the last day of the Interest Period applicable to such Tranche A Revolving Loan and on the Tranche A Revolving Credit Termination Date if such Maturity Date, and shall bear interest from the date occurs earlier than of the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan first Borrowing hereunder on the Conversion Dateoutstanding principal balance thereof as set forth in Section 2.06. The Term Loan made Each Lender shall, and is hereby authorized by a Lender the Borrower to, endorse on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT schedule attached to each Tranche A annexed hereto, Revolving Credit Note delivered and payable to such Lender in (or on a principal amount equal continuation of such schedule attached to its PRO RATA share (based on its such Tranche A Revolving Credit Commitment) Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each applicable Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDED, HOWEVERTHAT, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of this Agreement and the applicable Tranche A Revolving Credit Loans being convertedNotes.

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by a Lender to the Borrowers each Bank shall be evidenced by a single Revolving Credit Note, Competitive Note duly 107 executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 with the blanks appropriately filled, delivered and payable to the order of such Lender Bank in a principal amount equal to its the Total Commitment. The Revolving Credit Loans made by each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 with the blanks appropriately filled, payable to the order of such Bank in a principal amount equal to the Commitment on of such dateBank. The outstanding principal balance of each Competitive Loan or Revolving Credit Loan, as evidenced by any such Revolving Credit the relevant Note, shall mature and be due and payable (a) in the case of a Competitive Loan, on the last day of the Interest Period applicable to such Competitive Loan and on the Maturity Date and (b) in the case of a Revolving Credit Termination Date if such Loan, on the Maturity Date. Each Competitive Note and each Revolving Credit Note shall bear interest from the date occurs earlier than thereof on the Conversion Date oroutstanding principal balance thereof as set forth in Section 2.09. Each Bank shall, subject and is hereby authorized by the Borrower to, endorse on the schedule to the terms relevant Note held by such Bank (or on a continuation of such schedule attached to each such Note and conditions made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the date and amount of this Agreement, including, without limitation, that no Default each Competitive Loan or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) Loan, as applicable, of the such Bank, each payment or prepayment of principal of any Competitive Loan or Revolving Credit Loans being converted Loan, as applicable, and the other information provided on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Borrower to repay the amount of Competitive Loans or Revolving Credit Loans being convertedLoans, as applicable, made by such Bank in accordance with the terms of the relevant Note.

Notes; Repayment of Loans. (a) All The Revolving Credit Loans made by a each Revolving Credit Lender (and by the Swingline Lender, with respect to the Borrowers Swingline Loans) shall be evidenced by a single Revolving Credit Note, Note duly executed on behalf of the Borrowers, dated the Closing Effective Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 or B-2, delivered and as applicable, payable to the order of each such Revolving Credit Lender (or the Swingline Lender, as applicable) in a an aggregate principal amount equal to its such Revolving Credit Lender’s Commitment on such date(or, in the case of the Note evidencing the Swingline Loans, $5,000,000). The outstanding principal balance of each Revolving Credit Loan, as evidenced all Swingline Loans shall be repaid on the earlier of the Termination Date or on the date otherwise requested by any such Revolving Credit Note, the Swingline Lender in accordance with the provisions of Section 2.08(a). The outstanding principal balance of all other Obligations shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, (subject to earlier repayment as provided below). Each Note shall bear interest from the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan date thereof on the Conversion Dateoutstanding principal balance thereof as set forth in this Article II. The Term Loan made Each Lender is hereby authorized by the Borrowers to endorse on a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers to repay the amount Loans made by such Lender in accordance with the terms of Revolving Credit Loans being convertedthis Agreement and the applicable Notes.

Notes; Repayment of Loans. (a) All Revolving Credit The Tranche A Term Loans, the Tranche B Term Loans and the Swingline Loans made by each Lender (including the Swingline Lender) are evidenced by Tranche A Term Notes, Tranche B Term Notes and a Swingline Note, respectively, duly executed and delivered on behalf of the Borrower, dated the Closing Date. The Revolving Loans made by each Lender to the Borrowers shall be evidenced by a single Revolving Credit NoteNotes, duly executed and delivered on behalf of the BorrowersBorrower, dated the Closing Effective Date, in substantially the form of EXHIBIT B annexed attached hereto as Exhibit A hereto, delivered and with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its such Lender's Revolving Credit Commitment on such dateCommitment. The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit the applicable Note, shall mature be payable (a) in the case of a Tranche A Term Loan or a Tranche B Term Loan, as provided in Section 2.12, (b) in the case of a Revolving Loan, on the last day of the Interest Period applicable to such Loan and be due and payable on the Revolving Credit Termination Maturity Date if such date occurs earlier than and (c) in the Conversion Date orcase of a Swingline Loan, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion last day of the Interest Period applicable to such Loan and on the Swingline Maturity Date. The Term Loan made by a Lender Each Note shall bear interest from the date of the first Borrowing hereunder on the Conversion Date shall be evidenced outstanding principal balance thereof as set forth in Section 2.07. Each Lender shall, and is hereby authorized by a single Term Notethe Borrower to, duly executed endorse on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender's internal records, an appropriate notation evidencing the date and amount of each applicable Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of Revolving Credit Loans being convertedthis Amended Agreement and the applicable Notes.

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by each Revolving Lender shall be evidenced by a single Competitive Note duly executed on behalf of the Company, dated the Restatement Date, in substantially the form attached hereto as Exhibit B-1 with the blanks appropriately filled, payable to such Revolving Lender in a principal amount equal to the Borrowers Total Revolving Commitment. The Revolving Loans made by each Revolving Lender shall be evidenced by a single Revolving Credit Note, Note duly executed on behalf of the BorrowersCompany, dated the Closing Restatement Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-2 with the blanks appropriately filled, delivered and payable to such Lender Bank in a principal amount equal to its the Revolving Credit Commitment on such date. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion DateLender. The Term Loan made by a each Term Lender on the Conversion Date shall be evidenced by a single Term Note, Note duly executed on behalf of the BorrowersCompany, dated the Conversion Restatement Date, in substantially the form of EXHIBIT A annexed heretoattached hereto as Exhibit B-3 with the blanks appropriately filled, delivered and payable to such Term Lender in a the principal amount equal to its PRO RATA share the Term Commitment of such Term Lender. Each Competitive Note, each Revolving Note and each Term Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in Section 2.08. Each Bank shall, and is hereby authorized by the Company to, endorse on the schedule attached to the relevant Note held by such Bank (based or on its a continuation of such schedule attached to each such Note and made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the date and amount of each Competitive Loan, Revolving Credit Commitment) Loan or Term Loan, as applicable, of such Bank, each payment or prepayment of principal of any Competitive Loan, Revolving Loan or Term Loan, as applicable, and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Company to repay the amount Competitive Loans, Revolving Loan or Term Loans, as applicable, made by such Bank in accordance with the terms of Revolving Credit Loans being converted.the relevant Note. The outstanding principal balance of each Competitive Loan and Committed Loan, as evidenced by the relevant Note, shall be payable on the last day of the Interest Period applicable to such Loan and on the Maturity Date. The outstanding principal balance of Term Loan, as evidenced by the relevant Term Note, shall be due on the last day of the Interest Period applicable to such Loan (subject to refinancing as provided herein) and in twenty (20) consecutive quarterly installments as follows: January 2, 1998 $10,000,000 February 28, 1998 $10,000,000 May 28, 1998 $10,000,000 August 28, 1998 $10,000,000 January 2, 1999 $ 5,000,000 February 28, 1999 $ 5,000,000 May 28, 1999 $ 5,000,000 August 28, 1999 $ 5,000,000 January 2, 2000 $15,000,000 February 28, 2000 $15,000,000 May 28, 2000 $15,000,000 August 28, 2000 $15,000,000 January 2, 2001 $20,000,000 February 28, 2001 $20,000,000 May 28, 2001 $20,000,000 August 28, 2001 $20,000,000 January 2, 2002 $25,000,000 February 28, 2002 $25,000,000 May 28, 2002 $25,000,000 August 28, 2002 $25,000,000 ------------ $300,000,000

Notes; Repayment of Loans. (a) All Revolving Credit The Loans made by a Lender to the Borrowers shall be evidenced by a single Revolving this Credit Note, Agreement and/or one or more Notes duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit H, delivered and payable to such the order of a Lender in a the aggregate principal amount equal to its Revolving the principal amount of the portion of the Loans advanced by such Lender plus the amount of interest capitalized thereon in accordance with the terms of this Credit Commitment on such dateAgreement. The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, all Obligations shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, (subject to the terms and conditions of this Agreement, earlier repayment as provided below). Each Loan (including, without limitation, that no Default or Event PIK Interest and any other interest capitalized thereon and added to the outstanding principal balance of Default such Loan in accordance with the terms hereof) shall then exist, shall be converted to a Term bear interest from the date such Loan is made on the Conversion Dateoutstanding principal balance thereof as set forth in this Section 2 or Section 5, as the case may be. The Term Loan made Each Lender is hereby authorized by the Borrower to endorse on a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of each Loan, each payment of interest on its Revolving Credit Commitment) of each Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDED, HOWEVER, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of Revolving this Credit Loans being convertedAgreement and the applicable Notes.

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by a each Revolving Lender to the Borrowers shall be evidenced by a single Revolving Credit Note, Competitive Note duly executed on behalf of the BorrowersCompany, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 with the blanks appropriately filled, delivered and payable to such Revolving Lender in a principal amount equal to its the Total Revolving Credit Commitment on such dateCommitment. The outstanding balance of Revolving Loans made by each Revolving Credit Loan, as Lender shall be evidenced by any a single Revolving Note duly executed on behalf of the Company, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 with the blanks appropriately filled, payable to such Bank in a principal amount equal to the Revolving Commitment of such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion DateLender. The Term Loan made by a each Term Lender on the Conversion Date shall be evidenced by a single Term Note, Note duly executed on behalf of the BorrowersCompany, dated the Conversion Closing Date, in substantially the form of EXHIBIT A annexed heretoattached hereto as Exhibit B-3 with the blanks appropriately filled, delivered and payable to such Term Lender in a the principal amount equal to its PRO RATA share the Term Commitment of such Term Lender. Each Competitive Note, each Revolving Note and each Term Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in Section 2.08. Each Bank shall, and is hereby authorized by the Company to, endorse on the schedule attached to the relevant Note held by such Bank (based or on its a continuation of such schedule attached to each such Note and made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the date and amount of each Competitive Loan, Revolving Credit Commitment) Loan or Term Loan, as applicable, of such Bank, each payment or prepayment of principal of any Competitive Loan, Revolving Loan or Term Loan, as applicable, and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Company to repay the amount Competitive Loans, Revolving Loan or Term Loans, as applicable, made by such Bank in accordance with the terms of Revolving Credit Loans being converted.the relevant Note. The outstanding principal balance of each Competitive Loan and Committed Loan, as evidenced by the relevant Note, shall be payable on the last day of the Interest Period applicable to such Loan and on the Maturity Date. The outstanding principal balance of Term Loan, as evidenced by the relevant Term Note, shall be due on the last day of the Interest Period applicable to such Loan (subject to refinancing as provided herein) and in twenty (20) consecutive quarterly installments as follows: January 2, 1998 $10,000,000 Six Month Anniversary Date of Effective Date $10,000,000 Nine Month Anniversary Date of Effective Date $10,000,000 One Year Anniversary Date of Effective Date $10,000,000 January 2, 1999 $5,000,000 Eighteen Month Anniversary Date of Effective Date $5,000,000 Twenty-One Month Anniversary Date of Effective Date $5,000,000 Two Year Anniversary Date of Effective Date $5,000,000 January 2, 2000 $15,000,000 Thirty Month Anniversary Date of Effective Date $15,000,000 Thirty-Three Month Anniversary Date of Effective Date $15,000,000 Three Year Anniversary Date of Effective Date $15,000,000 January 2, 2001 $20,000,000 Forty-Two Month Anniversary Date of Effective Date $20,000,000 Forty-Five Month Anniversary Date of Effective Date $20,000,000 Four Year Anniversary Date of Effective Date $20,000,000 January 2, 2002 $25,000,000 Fifty-Four Month Anniversary Date of Effective Date $25,000,000 Fifty-Seven Month Anniversary Date of Effective Date $25,000,000 Five Year Anniversary Date of the Effective Date $25,000,000 ----------- $300,000,000

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by a Lender to the Borrowers each Bank shall be evidenced by a single Revolving Credit Note, Competitive Note duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 with the blanks appropriately filled, delivered and payable to the order of such Lender Bank in a principal amount equal to its the Total Commitment. The Revolving Credit Loans made by each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 with the blanks appropriately filled, payable to the order of such Bank in a principal amount equal to the Commitment on of such dateBank. The outstanding principal balance of each Competitive Loan or Revolving Credit Loan, as evidenced by any such Revolving Credit the relevant Note, shall mature and be due and payable (a) in the case of a Competitive Loan, on the last day of the Interest Period applicable to D4 such Competitive Loan and on the Maturity Date and (b) in the case of a Revolving Credit Termination Loan, on the Maturity Date if in the currency of such Loan. Each Competitive Note and each Revolving Credit Note shall bear interest from the date occurs earlier than thereof on the Conversion Date oroutstanding principal balance thereof as set forth in Section 2.10. Each Bank shall, subject and is hereby authorized by the Borrower to, endorse on the schedule to the terms relevant Note held by such Bank (or on a continuation of such schedule attached to each such Note and conditions made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the date, currency and amount of this Agreement, including, without limitation, that no Default each Competitive Loan or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) Loan, as applicable, of the such Bank, each payment or prepayment of principal of any Competitive Loan or Revolving Credit Loans being converted Loan, as applicable, and the other information provided on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Borrower to repay the amount of Competitive Loans or Revolving Credit Loans being convertedLoans, as applicable, made by such Bank in accordance with the terms of the relevant Note.

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by a Lender to the Borrowers each Bank shall be evidenced by a single Revolving Credit Note, Competitive Note duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 with the blanks appropriately filled, delivered and payable to the order of such Lender Bank in a principal amount equal to its the Total Commitment. The Revolving Credit Loans made by each Bank shall be evidenced by a single Revolving Credit Note duly executed on behalf of the Borrower, dated the Closing Date, in substantially the form attached hereto as Exhibit B-2 with the blanks appropriately filled, payable to the order of such Bank in a principal amount equal to the Commitment on of such dateBank. The outstanding principal balance of each Competitive Loan or Revolving Credit Loan, as evidenced by any such Revolving Credit the relevant Note, shall mature and be due and payable (a) in the case of a Competitive Loan, on the last day of the Interest Period applicable to such Competitive Loan and on the Maturity Date and (b) in the case of a Revolving Credit Termination Loan, on the Maturity Date if in the currency of such Loan. Each Competitive Note and each Revolving Credit Note shall bear interest from the date occurs earlier than thereof on the Conversion Date oroutstanding principal balance thereof as set forth in Section 2.09. Each Bank shall, subject and is hereby authorized by the Borrower to, endorse on the schedule to the terms relevant Note held by such Bank (or on a continuation of such schedule attached to each such Note and conditions made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the date, currency and amount of this Agreement, including, without limitation, that no Default each Competitive Loan or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan made by a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) Loan, as applicable, of the such Bank, each payment or prepayment of principal of any Competitive Loan or Revolving Credit Loans being converted Loan, as applicable, and the other information provided on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Borrower to repay the amount of Competitive Loans or Revolving Credit Loans being convertedLoans, as applicable, made by such Bank in accordance with the terms of the relevant Note." "SECTION 2.09.

Notes; Repayment of Loans. (a) All Revolving Credit The Loans made by a each Lender (and to the Borrowers Swingline Lender, with respect to Swingline Loans) shall be evidenced by a single Revolving Credit Note, Note duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 or B-2, delivered and as applicable, payable to the order of each such Lender (or the Swingline Lender, as applicable) in a an aggregate principal amount equal to its Revolving Credit such Lender's Commitment on such date(or, in the case of the Note evidencing the Swingline Loans, $15,000,000). The outstanding principal balance of each Revolving Credit Loan, as evidenced all Swingline Loans shall be repaid on the earlier of the Termination Date or on the date otherwise requested by any such Revolving Credit Note, the Swingline Lender in accordance with the provisions of Section 2.08(a). The outstanding principal balance of all other Obligations shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, (subject to earlier repayment as provided below). Each Note shall bear interest from the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan date thereof on the Conversion Dateoutstanding principal balance thereof as set forth in this Article II. The Term Loan made Each Lender is hereby authorized by the Borrower to endorse on a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender's internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the Loans made by such Lender in accordance with the terms of this Agreement and the applicable Notes. Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender's Note and upon cancellation of such Note, the Borrower will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of Revolving Credit Loans being convertedlike tenor.

Notes; Repayment of Loans. (a) All The Tranche A Revolving Credit Loans and Tranche B Loans made by a each Lender to the Borrowers shall be evidenced by a single Tranche A Revolving Credit Note or a Tranche B Note, as applicable, duly executed and delivered on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit A-1 or A-2, delivered and as applicable, with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its such Lender's Tranche A Revolving Credit Commitment on such date(in the case of its Tranche A Revolving Credit Note) and Tranche B Revolving Credit Commitment (in the case of its Tranche B Note). The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit the applicable Note, shall mature and be due and payable (a) in the case of a Tranche A Revolving Loan, on the Tranche A Maturity Date, (b) subject to Section 2.01(c), in the case of a Tranche B Revolving Credit Termination Date if such date occurs earlier than Loan, on the Tranche B Conversion Date orand (c) in the case of a Tranche B Term Loan, subject to as provided in Section 2.11. Each Note shall bear interest from the terms and conditions date of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan the first Borrowing hereunder on the Conversion Dateoutstanding principal balance thereof as set forth in Section 2.06. The Term Loan made Each Lender shall, and is hereby authorized by a Lender the Borrower to, endorse on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender's internal records, an appropriate notation evidencing the date and amount of each applicable Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of any such Loan, each payment of interest on its Revolving Credit Commitment) of any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of Revolving Credit Loans being convertedthis Agreement and the applicable Notes.

Notes; Repayment of Loans. (a) All The Revolving Credit Loans made by a each Lender to the Borrowers shall be evidenced by a single Revolving Credit Note, duly executed and delivered on behalf of the BorrowersBorrower, dated the Closing Effective Date, substantially in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit A-1, delivered and with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its such Lender's Revolving Credit Commitment on such dateCommitment. The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such each applicable Revolving Credit Note, shall mature be payable on the last day of the Interest Period applicable to such Revolving Loan and be due and payable on the Revolving Credit Termination Date if such Maturity Date, and shall bear interest from the date occurs earlier than of the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan first Borrowing hereunder on the Conversion Dateoutstanding principal balance thereof as set forth in Section 2.07. The Term Loan made Each Lender shall, and is hereby authorized by a Lender the Borrower to, endorse on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Revolving Credit Note delivered and payable to such Lender in (or on a principal amount equal continuation of such schedule attached to its PRO RATA share (based on its such Revolving Credit Commitment) Note and made a part thereof), or otherwise to record in such Lender's internal records, an appropriate notation evidencing the date and amount of each applicable Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDED, HOWEVERTHAT, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of this Amended Agreement and the applicable Revolving Credit Loans being convertedNotes.

Notes; Repayment of Loans. (a) All Revolving Credit The Competitive Loans made by a Lender to the Borrowers each Bank shall be evidenced by a single Revolving Credit Note, Competitive Note duly executed on behalf of the BorrowersCompany, dated the Closing Effective Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit B-1 with the blanks appropriately filled, delivered and payable to such Lender Bank in a principal amount equal to its Revolving Credit Commitment on such datethe Total Commitment. The outstanding balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, subject to the terms and conditions of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan on the Conversion Date. The Term Loan Committed Loans made by a Lender on the Conversion Date each Bank shall be evidenced by a single Term Note, Committed Note duly executed on behalf of the BorrowersCompany, dated the Conversion Effective Date, in substantially the form of EXHIBIT A annexed heretoattached hereto as Exhibit B-2 with the blanks appropriately filled, delivered and payable to such Lender Bank in a principal amount equal to its PRO RATA share the Commitment of such Bank. Each Competitive Note and each Committed Note shall bear interest from the date thereof on the outstanding principal balance thereof as set forth in Section 2.8. Each Bank shall, and is hereby authorized by the Company to, endorse on the schedule attached to the relevant Note held by such Bank (based or on its Revolving Credit Commitment) a continuation of such schedule attached to each such Note and made a part thereof), or otherwise to record in such Bank's internal records, an appropriate notation evidencing the Revolving Credit Loans being converted date and amount of each Competitive Loan or Committed Loan, as applicable, of such Bank, each payment or prepayment of principal of any Competitive Loan or Committed Loan, as applicable, and the other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Bank to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not in any manner affect the liability obligation of the Borrowers Company to repay the amount Competitive Loans or Committed Loans, as applicable, made by such Bank 30 in accordance with the terms of Revolving Credit Loans being convertedthe relevant Note. The outstanding principal balance of each Competitive Loan and Committed Loan, as evidenced by the relevant Note, shall be payable on the last day of the Interest Period applicable to such Loan and on the Maturity Date.

Notes; Repayment of Loans. (a) All The Revolving Credit Loans made by a Lender prior to the Borrowers shall be Restatement Closing Date and Tranche A Term Loans made by each Lender have been evidenced by a single Revolving Credit NoteNotes and Tranche A Term Notes, respectively, duly executed on behalf of the BorrowersBorrower, dated the Original Closing Date, Date in substantially the form attached hereto as Exhibit A-1 or A-2, respectively. The Tranche B Term Loans made by each Lender shall be evidenced by a Tranche B Term Note duly executed on behalf of EXHIBIT B annexed heretothe Borrower, delivered and dated the Restatement Closing Date in substantially the form attached hereto as Exhibit A-3 with the blanks appropriately filled, payable to the order of such Lender in a principal amount equal to its Revolving Credit Commitment on such dateLender's Tranche B Term Loan Commitment. The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit a Note, shall mature and be due and payable (a) in the case of a Revolving Credit Loan, on the Revolving Credit Termination Maturity Date if such date occurs earlier than and (b) in the Conversion Date or, subject to the terms and conditions case of this Agreement, including, without limitation, that no Default or Event of Default shall then exist, shall be converted to a Term Loan Loan, as provided in Section 2.11. Each Note shall bear interest from the date of the first Borrowing hereunder in respect of such Note on the Conversion Dateoutstanding principal balance thereof as set forth in Section 2.06. The Term Loan made Each Lender shall, and is hereby authorized by a Lender on the Conversion Date shall be evidenced by a single Term NoteBorrower to, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, delivered and payable to such Lender in a principal amount equal to its PRO RATA share (based on its Revolving Credit Commitment) of the Revolving Credit Loans being converted on such date; PROVIDED, HOWEVER, that the failure of the Borrowers to deliver Term Notes pursuant to the provisions of this Section shall not affect the liability of the Borrowers to repay the amount of Revolving Credit Loans being converted.42 41

Notes; Repayment of Loans. (a) All Revolving Credit The Loans made by a Lender to the Borrowers shall be evidenced by a single Revolving this Credit Note, Agreement and/or one or more Notes duly executed on behalf of the BorrowersBorrower, dated the Closing Date, in substantially the form of EXHIBIT B annexed heretoattached hereto as Exhibit H, delivered and payable to such the order of a Lender in a the aggregate principal amount equal to its Revolving the principal amount of the portion of the Loans advanced by such Lender plus the amount of interest capitalized thereon in accordance with the terms of this Credit Commitment on such dateAgreement. The outstanding principal balance of each Revolving Credit Loan, as evidenced by any such Revolving Credit Note, all Obligations shall mature and be due and payable on the Revolving Credit Termination Date if such date occurs earlier than the Conversion Date or, (subject to the terms and conditions of this Agreement, earlier repayment as provided below). Each Loan (including, without limitation, that no Default or Event PIK Interest and any other interest capitalized thereon and added to the outstanding principal balance of Default such Loan in accordance with the terms hereof) shall then exist, shall be converted to a Term bear interest from the date such Loan is made on the Conversion Dateoutstanding principal balance thereof as set forth in this Section 2 or Section 5, as the case may be. The Term Loan made Each Lender is hereby authorized by the Borrower to endorse on a Lender on the Conversion Date shall be evidenced by a single Term Note, duly executed on behalf of the Borrowers, dated the Conversion Date, in substantially the form of EXHIBIT A annexed hereto, schedule attached to each Note delivered and payable to such Lender (or on a continuation of such schedule attached to such Note and made a part thereof), or otherwise to record in a such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal amount equal to its PRO RATA share (based of each Loan, each payment of interest on its Revolving Credit Commitment) of each Loan and the Revolving Credit Loans being converted other information provided for on such dateschedule; PROVIDEDprovided, HOWEVERhowever, that the failure of the Borrowers any Lender to deliver Term Notes pursuant to the provisions of this Section make such a notation or any error therein shall not affect the liability obligation of the Borrowers Borrower to repay the amount Loans made by such Lender in accordance with the terms of Revolving this Credit Loans being convertedAgreement and the applicable Notes.