Common use of Notes Clause in Contracts

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All If requested by any Bank, the Revolving Credit Loans made by each of such Bank under this Agreement to any Borrower shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Credit Note of such Borrower in substantially the form of Exhibit F duly completedA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment, dated the date such bank becomes Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date () the “Revolving Credit Notes”). . (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference. (c) Each Bank is hereby authorized by Borrower to endorse on shall record in its books and records the schedule attached to the Revolving Credit Note held date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each Revolving Credit Loanpayment of principal and/or interest made by such Borrower with respect thereto; provided, and however, that the payment amount obligation of each principal payment received Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank on in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the Revolving Credit Loans, which endorsement shall, items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be conclusive as to the outstanding balance prima facie evidence of the Revolving Credit Loans made by such Bankexistence and amounts of the obligations of each Borrower therein recorded; provided provided, however, that the failure of any Bank or the Administrative Agent to make maintain such notation with respect to account, such Register or such subaccount, as applicable, or any Revolving Credit Loan or payment error therein, shall not limit or otherwise in any manner affect the obligations obligation of each Borrower under this Agreement or to repay (with applicable interest) the Revolving Credit Note held Loans made to such Borrower by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateterms of this Agreement.

Notes. (ai) All The Three-Year Facility Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of Borrower the Company substantially in substantially the form of Exhibit G duly completedEXHIBIT A hereto, dated the date hereof, payable to such Lender in the a principal amount equal to such Bank’s Pro Rata Share the amount of its Three-Year Facility Revolving Credit Commitment as originally in effect and otherwise duly completed; and (ii) the 364-Day Facility Revolving Credit Loans made by each Lender shall be evidenced by a single promissory note of the total Term Loan Principal AmountCompany substantially in the form of EXHIBIT B hereto, dated the Conversion Datedate hereof, payable to such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the amount of its 364-Day Facility Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by each Lender to the Company, and each payment made on account of the original principal amount thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and Company to make a payment when due of any amount owing hereunder or under such interest Note in respect of such Loans. (c) No Lender shall be payable entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in accordance connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Note pursuant to Section 2.06 hereof12.7 hereof (and, includingif requested by any Lender, without limitation, on the Term Loan Maturity DateCompany agrees to so exchange any Note).

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement Revolving Lender shall at the request of such Revolving Lender be evidenced by, and repaid with interest in accordance with, by a single promissory note of the Borrower in substantially the form of Exhibit F duly completedA-1 hereto, dated (a) the Closing Date, (b) the effective date of an Assignment pursuant to Section 12.06(b) or (c) the effective date that any Revolving Lender that becomes a party hereto in connection with an increase in the Aggregate Elected Revolving Commitment Amount pursuant to Section 2.03(d), in the each case, payable to such Revolving Lender in a principal amount equal to such Bank’s Pro Rata Share of the total Revolving its Maximum Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank Amount as in effect and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”)otherwise duly completed. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit The Swingline Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Swingline Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedA-2 hereto, dated the Closing Date and payable to the Swingline Lender in the a principal amount equal to such Bank’s Pro Rata Share the Swingline Sublimit. The date, amount, Type, interest rate and, if applicable, Interest Period of each Revolving Loan made by each Revolving Lender, and all payments made on account of the total Term Loan Principal Amountprincipal thereof, dated the Conversion Date, payable to shall be recorded by such Bank and maturing as to principal Revolving Lender on the Term Loan Maturity Date (the “Term Notes”)its books for its Revolving Note. The Term date, amount and interest rate of each Swingline Loan made by the Swingline Lender, and all payments made on account of the principal thereof, shall be payable as recorded by the Swingline Lender on its books for the Swingline Note. Failure to principal monthly on make any such notation or to attach a schedule shall not affect any Lender’s or the last day Borrower’s rights or obligations in respect of each month following such Loans or affect the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each validity of such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th transfer by any Lender of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateits Note.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byUpon the request of any Domestic Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment Domestic Lender shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held be evidenced by such Bank. Each Bank agrees that prior to any assignment of the a Revolving Credit Note, it will endorse duly executed on behalf of the schedule attached Domestic Borrowers, dated the Effective Date, as applicable, payable to its Revolving Credit Notethe order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the Conversion Daterequest of any Swingline Lender, the Term Loan Revolving Credit Loans made by such Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form Borrowers, dated the Effective Date, payable to the order of Exhibit G duly completedsuch Swingline Lender, in an aggregate principal amount equal to the Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of any Canadian Lender, the Revolving Credit Loans made by such Canadian Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Canadian Borrower, dated the Effective Date, payable to the order of such Canadian Lender in an aggregate principal amount equal to such BankCanadian Lender’s Pro Rata Share of Commitment. (d) Each Lender is hereby authorized by the total Term Loan Principal Amount, dated the Conversion Date, payable applicable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (e) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such Lender’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) All If requested by any Bank, the Revolving Credit Loans made by each of such Bank under this Agreement to Borrower shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Credit Note of Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit F duly completedA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment, dated the date such bank becomes Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). . (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank is hereby authorized by Borrower to endorse on shall record in its books and records the schedule attached to the Revolving Credit Note held date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Revolving Credit Loanpayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and the payment amount unconditional, notwithstanding any failure of each principal payment received such Bank to make any such recordation or any mistake by such Bank on in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the Revolving Credit Loans, which endorsement shall, items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be conclusive as to the outstanding balance prima facie evidence of the Revolving Credit Loans made by such Bankexistence and amounts of the obligations of Borrower therein recorded; provided provided, however, that the failure of any Bank or the Administrative Agent to make maintain such notation with respect to account, such Register or such subaccount, as applicable, or any Revolving Credit Loan or payment error therein, shall not limit or otherwise in any manner affect the obligations obligation of Borrower under this Agreement or to repay (with applicable interest) the Revolving Credit Note held Loans made to Borrower by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateterms of this Agreement.

Notes. (a) All If requested by any Bank, the Revolving Credit Loans made by each of such Bank under this Agreement to Borrower shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Credit Note of Borrower payable to the order of such Bank in a principal amount equal to the amount of such Bank’s Revolving Credit Commitment, each of which Revolving Credit Notes shall be in substantially the form of Exhibit F duly completedA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment, dated the date such bank becomes Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank), payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). . (b) If requested by the Swingline Bank, the Swingline Loans shall be evidenced by a Swingline Credit Note of Borrower payable to the order of the Swingline Bank in a principal amount equal to the Swingline Commitment, which Swingline Note shall be in substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank is hereby authorized by Borrower to endorse on shall record in its books and records the schedule attached to the Revolving Credit Note held date, amount, Type and Interest Period (if any) of each Loan made by it to Borrower and the date and amount of each Revolving Credit Loanpayment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made by a Bank to Borrower under this Agreement shall be absolute and the payment amount unconditional, notwithstanding any failure of each principal payment received such Bank to make any such recordation or any mistake by such Bank on in connection with any such recordation. The books and records of each Bank showing the account between such Bank and Borrower shall be conclusive evidence of the Revolving Credit Loans, which endorsement shall, items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be conclusive as to the outstanding balance prima facie evidence of the Revolving Credit Loans made by such Bankexistence and amounts of the obligations of Borrower therein recorded; provided provided, however, that the failure of any Bank or the Administrative Agent to make maintain such notation with respect to account, such Register or such subaccount, as applicable, or any Revolving Credit Loan or payment error therein, shall not limit or otherwise in any manner affect the obligations obligation of Borrower under this Agreement or to repay (with applicable interest) the Revolving Credit Note held Loans made to Borrower by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateterms of this Agreement.

Notes. (a) All Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the a principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and maturing interests are referred to collectively in this Agreement as to the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Ratable Loans made by such Bank; provided however, that the . The failure by any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such BankNotes. Each Bank agrees that prior In connection with a Refinancing Mortgage, Borrower shall deliver to any assignment of the Revolving Credit NoteAdministrative Agent, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Datemortgage note, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (Administrative Agent for the “Term Notes”). The Term Loan account of the Banks, which shall be payable as to principal monthly on secured by the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payableapplicable Refinancing Mortgage. Each such installment prior to the Term Loan Maturity Date Such note shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest form as shall be payable requested by ▇▇▇▇▇▇▇▇, subject to the Administrative Agent’s reasonable approval. Each reference in accordance with Section 2.06 hereofthis Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, including, without limitation, on as the Term Loan Maturity Datecontext may require.

Notes. (a) All Revolving 2.10.1 The obligation of Borrowers to repay all Loans and all Letter of Credit Loans made by each Bank under this Agreement shall Advances, and all interest and other charges thereon, may be evidenced byby the Line of Credit Notes. If so requested by any Lender by written notice to Master Borrower (with a copy to Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Borrowers shall execute and repaid with interest in accordance with, a single promissory note deliver to each Lender one Line of Borrower in substantially the form of Exhibit F duly completed, Credit Note in the principal amount equal of such Lender’s Commitment; provided that any such Line of Credit Note shall be deemed to such Bank’s Pro Rata Share replace any Line of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached Note issued pursuant to the Revolving Original Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Existing Credit Agreement and any such Line of Credit Note held by such Bank. Each Bank agrees that prior issued pursuant to any assignment of the Revolving Original Credit Note, it will endorse Agreement or the schedule attached Existing Credit Agreement shall be marked “cancelled” and returned promptly to its Revolving Credit NoteMaster Borrower or a lost note affidavit shall be provided in lieu thereof. (b) Upon the Conversion Date2.10.2 The obligation of Borrowers to repay all Swing Line Loans, the Term Loan shall and all interest thereon, may be evidenced by the Swing Line Note. If so requested by any Lender by written notice to Master Borrower (with a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal copy to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment Agent) at least two Business Days prior to the Term Loan Maturity Closing Date or at any time thereafter, Borrowers shall execute and deliver to Swing Line Lender the Swing Line Note; provided that any such Swing Line Note shall be in an amount equal deemed to 1/60th of replace any Swing Line Note issued pursuant to the original principal amount of Original Credit Agreement or the Term Loan. The Term Loan shall bear interest at Existing Credit Agreement and any such Swing Line Note issued pursuant to the Interest Rate, and such interest Original Credit Agreement or the Existing Credit Agreement shall be payable marked “cancelled” and returned promptly to Master Borrower or a lost note affidavit shall be provided in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datelieu thereof.

Notes. (a) All The Revolving Credit Loans (other than Swingline Loans) made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit CommitmentLender shall, dated at the date request of such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit LoanLender, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower the Borrowers in substantially the form of Exhibit G duly completedI-1 to the Original Credit Agreement, dated (i) the Original Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Revolving Credit Lender in the a principal amount equal to its Maximum Revolving Credit Amount as originally in effect and otherwise duly completed and such Bank’s Pro Rata Share substitute Notes as required by Section 12.06(b). The Term Loans made by each Term Lender shall, at the request of such Term Lender, be evidenced by a single promissory note of the total Borrowers in substantially the form of Exhibit I-2 to the Original Credit Agreement, dated as of (i) the Restatement Effective Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Term Loan Principal AmountLender and otherwise duly completed. The Swingline Loans made by the Swingline Lender resulting from the advances under Section 2.01(c) shall, at the request of the Swingline Lender, be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to the Original Credit Agreement, dated the Conversion Original Closing Date, payable to such Bank and maturing as to the order of the Swingline Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the Swingline Commitment. The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Ratethereof, and such interest shall be payable in accordance with Section 2.06 hereofrecorded by such Lender on its books for its Notes, includingand, without limitation, prior to any transfer may be endorsed by such Lender on the Term Loan Maturity Dateschedule attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or any Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement Lender to Borrower shall be evidenced byevidenced, and repaid with interest in accordance withrespectively, by a single promissory note Revolving Credit Note of Borrower payable to the order of such Lender in principal amounts equal to the amount of such Lender’s Revolving Credit Commitment, each shall be in substantially the form of Exhibit F duly completed, in B attached hereto and incorporated herein by reference with appropriate insertions (the principal amount equal to such Bank’s Pro Rata Share of the total “Revolving Credit CommitmentNote” and, dated collectively, as the date such bank becomes a Banksame may from time to time be amended, payable to such Bank and maturing as to principal on the modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Termination Date (Note issued in full or partial replacement as a result of an assignment by a Lender), the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan The Swing Line Loans of U.S. Bank to Borrower shall be evidenced by a single promissory note Swing Line Note of Borrower payable to the order of U.S. Bank in a principal amount equal to the amount of the Swing Line Commitment, which Swing Line Note shall be in substantially the form of Exhibit G duly completedC attached hereto and incorporated herein by reference (with appropriate insertions) (as the same may from time to time be amended, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amountmodified extended, dated the Conversion Daterenewed or restated, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term NotesSwing Line Note”). (c) Each Lender shall record in its books and records the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The Term Loan shall be payable as to principal monthly on the last day books and records of each month following Lender showing the Conversion Dateaccount between such Lender and Borrower shall be, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable extent they are made in accordance with Section 2.06 hereofthe terms of the Transaction Documents, including, without limitation, on conclusive evidence of the Term Loan Maturity Dateitems set forth therein in the absence of demonstrable error.

Notes. (a) All Revolving Credit The Tranche A Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender hereunder shall be evidenced by a single promissory note of Borrower the Borrowers in substantially the form of Exhibit G duly completedA-1 hereto, dated as of the date hereof, payable to the Lender in the a principal amount equal to such Bank’s Pro Rata Share the amount of the total Term Tranche A Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche A Loan Principal Amountmade by the Lender to the Borrowers, and all payments and prepayments made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Tranche A Note, endorsed by the Lender on the schedule attached to such Tranche A Note or any continuation thereof; provided, however, that any failure by the Lender to make any such notation shall not affect the obligations of the Borrowers hereunder or under such Tranche A Note in respect of such obligations. (b) The Tranche B Loans made by the Lender hereunder shall be evidenced by a single promissory note of the Borrowers in substantially the form of Exhibit A-2 hereto, dated as of the Conversion Datedate hereof, payable to such Bank and maturing as to the Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term LoanTranche B Commitment as originally in effect and otherwise duly completed. The Term date and amount of each Tranche B Loan shall bear interest at made by the Interest RateLender to the Borrowers, and such interest all payments and prepayments made on account of the principal thereof, shall be payable in accordance with Section 2.06 hereofrecorded by the Lender on its books and, includingprior to any transfer of the Tranche B Note, without limitation, endorsed by the Lender on the Term Loan Maturity Dateschedule attached to such Tranche B Note or any continuation thereof; provided, however, that any failure by the Lender to make any such notation shall not affect the obligations of the Borrowers hereunder or under such Tranche B Note in respect of such obligations.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Loan Principal Amount, dated the Conversion Date, Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the Term Loanaggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 4.01, the Agent shall deliver such Notes to such Bank. The Term Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan shall bear interest at made by it, the Interest Ratedate and amount of each payment of principal made by the Borrower with respect thereto, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, includingany such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) In the event of loss, without limitationtheft, on destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Term Loan Maturity DateBorrower will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to such Note and dated as of the date of such Note.

Notes. (a) All If requested by any Bank, the Revolving Credit Loans made by each of such Bank under this Agreement to any Borrower shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Credit Note of such Borrower in substantially the form of Exhibit F duly completedA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment, dated the date such bank becomes Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date () the “Revolving Credit Notes”). . (b) If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (the “Swingline Note”). (c) Each Bank is hereby authorized by Borrower to endorse on shall record in its books and records the schedule attached to the Revolving Credit Note held date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each Revolving Credit Loanpayment of principal and/or interest made by such Borrower with respect thereto; provided, and however, that the payment amount obligation of each principal payment received Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank on in connection with any such recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall be conclusive evidence of the Revolving Credit Loans, which endorsement shall, items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from such Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be conclusive as to the outstanding balance prima facie evidence of the Revolving Credit Loans made by such Bankexistence and amounts of the obligations of each Borrower therein recorded; provided provided, however, that the failure of any Bank or the Administrative Agent to make maintain such notation with respect to account, such Register or such subaccount, as applicable, or any Revolving Credit Loan or payment error therein, shall not limit or otherwise in any manner affect the obligations obligation of each Borrower under this Agreement or to repay (with applicable interest) the Revolving Credit Note held Loans made to such Borrower by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateterms of this Agreement.

Notes. (a) All Revolving Credit The Facility A Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedA-1 hereto, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Lender in the a principal amount equal to such Bank’s Pro Rata its Percentage Share of the total Term Loan Principal Amount, Aggregate Facility A Commitments as in effect on the date of issue and otherwise duly completed and such substitute Notes as required by Section 12.06(b). (b) The Facility B Loans made by First Union shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-2 hereto dated the Conversion DateClosing Date payable to the order of First Union. (c) The Facility C Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-3 hereto dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th its Percentage Share of the original principal amount Aggregate Facility C Commitments as in effect on the date of issue and otherwise duly completed. (d) The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the Term Loan. The Term Loan shall bear interest at the Interest Rateprincipal thereof, and such interest shall be payable recorded by such Lender on its books for its Notes, and, prior to any transfer, may be endorsed by such Lender on schedules attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in accordance with Section 2.06 hereof, including, without limitation, on respect of such Loans or affect the Term Loan Maturity Datevalidity of such transfer by any Lender of its Notes.

Notes. (a) All Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans and Swingline Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the a principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and maturing executed by Borrower, in the principal amount of Six Hundred Twenty Five Million Dollars ($625,000,000), subject to adjustment pursuant to Sections 2.16(a) and (c), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, or, in the “Revolving Credit Notes”)case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be accelerated in accordance with this Agreement. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Ratable Loans made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such BankNotes. Each Bank agrees that prior In connection with a Refinancing Mortgage, Borrower shall deliver to any assignment of the Revolving Credit NoteAdministrative Agent, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Datemortgage note, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (Administrative Agent for the “Term Notes”). The Term Loan account of the Banks, which shall be payable as to principal monthly on secured by the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payableapplicable Refinancing Mortgage. Each such installment prior to the Term Loan Maturity Date Such note shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest form as shall be payable requested by Borrower, subject to the Administrative Agent’s reasonable approval. Each reference in accordance with Section 2.06 hereofthis Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, including, without limitation, on as the Term Loan Maturity Datecontext may require.

Notes. (a) All Revolving Credit Loans made by each Bank Revolving Credit Lender under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note Revolving Credit Note of the Borrower in substantially the form of Exhibit F C-1 hereto, in each case duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bankof this Agreement, and payable to such Bank and maturing as Revolving Credit Lender for the account of its applicable Lending Office, such Revolving Credit Note to principal on represent the obligation of the Borrower to repay the Revolving Credit Termination Date (the “Loans made by such Revolving Credit Notes”)Lender. All Term Loans made by each Term Loan Lender under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single Term Loan Note of the Borrower in substantially the form of Exhibit C-2 hereto, in each case duly completed, dated the date of this Agreement, and payable to such Term Loan Lender for the account of its applicable Lending Office, such Term Loan Note to represent the obligation of the Borrower to repay the Term Loans made by such Term Loan Lender. Each Bank Lender is hereby authorized by the Borrower to endorse on the schedule attached to the Revolving Credit Note or Notes held by it the amount and type of such applicable Loan and each Revolving Credit Loanrenewal, conversion, and the payment of principal amount of each principal payment received by such Bank applicable Lender for the account of its applicable Lending Office on account of the Revolving Credit its applicable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit such Loans made by such BankLender; provided provided, however, that the failure to make such notation with respect to any Revolving Credit Loan or renewal, conversion, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Revolving Credit Note or Notes held by such BankLender. Each Bank agrees that prior to any assignment of All Revolving Credit Loans shall be repaid on the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Termination Date, the and all Term Loan Loans shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, repaid on the Term Loan Maturity Date.

Notes. (a) All If requested by a Lender, the Revolving Credit Loans made by each Bank under this Agreement of such Lender shall be evidenced by, and repaid with interest in accordance with, a single by separate revolving promissory note notes of Borrower in favor of the Revolving Lenders in substantially the form of Exhibit F duly completedA-1 (“Revolving Loan Notes”), the Term Loans of such Lender shall be evidenced by separate term promissory notes of Borrower in favor of the Term Lenders in substantially the form of Exhibit A-2 hereto (“Term Loan Notes”), and the Swing Line Loans of such Lender shall be evidenced by the Swing Line Note in substantially the form of Exhibit A-3 hereto (“Swing Line Note”), each initially dated as of even date with this Agreement and completed with appropriate insertions (collectively, the Revolving Loan Notes, the Term Loan Notes, the Swing Line Note, any substitute or replacement notes therefor and any new Revolving Loan Notes or Term Loan Notes issued in connection with the increase of the Revolving Commitment or the Term Commitment, or both, pursuant to §2.9 of this Agreement, the “Notes”). A Revolving Loan Note shall be payable to each Revolving Lender in the principal face amount equal to such BankLender’s Pro Rata Share of the total Revolving Credit Commitment, dated or, if less, the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the outstanding amount of each all Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided howeverLender, that plus interest accrued thereon, as set forth below. A Term Loan Note shall be payable to each Lender in the principal face amount equal to such Lender’s Term Commitment, or, if less, the outstanding amount of all Term Loans made by such Lender, plus interest accrued thereon, as set forth below. The Swing Line Note shall be payable to the Swing Line Lender in the principal face amount equal to the Swing Line Commitment, or, if less, the Outstanding amount of all Swing Line Loans made by Swing Line Lender, plus interest accrued thereon, as set forth in §2.1(c)(ii). Each such Note shall be issued by Borrower to the applicable Lender and shall be duly executed and delivered by an authorized officer of Borrower. Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Loan or the receipt of such payment. The Outstanding amount of the Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Lender, but the failure to make record, or any error in so recording, any such notation with respect to any Revolving Credit Loan or payment amount on Agent’s Record shall not limit or otherwise affect the obligations of Borrower Borrower, hereunder or under this Agreement any Note to make payments of principal of or the Revolving Credit interest on any Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Notewhen due. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT C-1 hereto duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C-2 hereto, duly completed and maturing executed by Borrower, in the principal amount of One Hundred Fifty Million Dollars ($150,000,000), payable to the Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note". A particular Bank's Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated or extended. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated or extended. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. The Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by the Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and maturing executed by Borrower, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loan, advance and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Notes. In case of any loss, theft, destruction or mutilation of any Bank. Each Bank agrees that prior to any assignment of the Revolving Credit ’s Note, it will endorse the schedule attached to Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All Revolving Credit Loans made by Borrower’s obligations to each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Note payable to the order of Borrower in substantially the form of Exhibit F duly completed, such Bank in the principal amount equal to of such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated . Each Bank may record appropriate notations to evidence the date such bank becomes a Bank, payable to such Bank and maturing as to amount of each Revolving Loan made and the date and amount of each payment of principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”)made by Borrower with respect thereto. Each Bank is hereby irrevocably authorized by Borrower so to endorse on the its Note and to attach to and make a part of any such Note a continuation of any such schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loanas and when required; provided, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment annotations shall not limit or otherwise affect the relieve Borrower of its obligations of Borrower under to make payments as set forth in this Agreement and the other Loan Documents. The books and records of Agent and the Banks showing the account among Agent, the Banks, and Borrower shall be admissible in evidence in any action or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment proceeding and shall constitute prima facie proof of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteitems therein set forth. (b) Upon Borrower’s obligations to Agent for the Conversion Date, the Term Loan Swingline Loans shall be evidenced by a single promissory note Swingline Note payable to the order of Borrower in substantially the form of Exhibit G duly completed, Agent in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term LoanSwingline Commitment. Agent may record appropriate notations to evidence the date and amount of each Swingline Loan made and the date and amount of each payment of principal made by Borrower with respect thereto. Agent is hereby irrevocably authorized by Borrower so to endorse the Swingline Note and to attach to and make a part of any such Swingline Note a continuation of any such schedule as and when required; provided, however, that the failure to make such annotations shall not relieve Borrower of its obligations to make payments as set forth in this Agreement and the other Loan Documents. The Term Loan shall bear interest at books and records of Agent showing the Interest Rate, account among Agent and such interest Borrower with respect to Swingline Loans shall be payable admissible in accordance with Section 2.06 hereof, including, without limitation, on evidence in any action or proceeding and shall constitute prima facie proof of the Term Loan Maturity Dateitems therein set forth.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in their entirety as follows: (a) All Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of the date of such request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to such Lender a Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byNote, Term A Note, Term B Note and/or Term C Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and repaid with interest in accordance withprincipal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a single promissory note “Note” and, collectively, the “Notes”), payable to the order of Borrower such Lender and in substantially the form of Exhibit F duly completed, in the a principal amount equal to such BankLender’s Pro Rata Share of the total Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment and/or Term Loan C Commitment, as applicable. Each Note shall (x) be dated the date such bank becomes a Bankthe applicable Commitment became effective, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Loans and Borrowers’ obligation to such Bank and maturing as to principal on repay the same shall be evidenced by the Revolving Credit Termination Date (Notes, this Agreement and the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to books and records of Agent and the Revolving Credit Note held Loan Lenders. The Term Loans A and Borrowers’ obligation to repay the same shall be evidenced by it the Term A Notes, this Agreement and the books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. The Term Loans C and Borrowers’ obligation to repay the same shall be evidenced by the Term C Notes, this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit LoanLoan made hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each Interest Period, if any, applicable thereto, (ii) the payment amount of any principal or interest due and payable or to become due and payable from Borrowers to each principal payment Lender hereunder and (iii) both the amount of any sum received by such Bank on account of the Revolving Credit LoansAgent hereunder from Borrowers and each Lender’s share thereof; provided, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that any failure by Agent to maintain the failure to make Register or any such notation sub-account with respect to any Revolving Credit Loan or continuation, conversion or payment thereof shall not limit or otherwise affect Borrowers’ obligations hereunder or under the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byUpon the request of any Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment Lender shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held be evidenced by such Bank. Each Bank agrees that prior to any assignment of the a Revolving Credit Note, it will endorse duly executed on behalf of the schedule attached Borrowers, dated the Closing Date payable to its Revolving Credit Notesuch Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the Conversion Daterequest of the Swingline Lender, the Term Loan Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form of Exhibit G duly completedBorrowers, dated the Closing Date, payable to the Swingline Lender, in the an aggregate principal amount equal to such Bank’s Pro Rata Share of the total Term Swingline Loan Principal Amount, dated Ceiling. (c) Each Lender is hereby authorized by the Conversion Date, payable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Revolving Credit Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such Lender’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Loan Principal Amount, dated the Conversion Date, Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th the original principal amount of such Bank's Commitment. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $5,000,000. Loans outstanding under the Original Agreement on the Closing Date shall be deemed to have been made hereunder and shall be evidenced by the Notes. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the Term aggregate Commitments. (c) Upon receipt of each Bank's Syndicated Loan Notes, Wachovia's Swing Loan Note and each Bank's Money Market Loan Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Syndicated Loan Notes to such Bank, the Swing Loan Note to Wachovia and such Money Market Loan Notes to such Bank. Each Bank, as to the Syndicated Loans or the Money Market Loans (or Wachovia, as to the Swing Loans), shall record, and prior to any transfer of its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan or Money Market Loan (or Swing Loan. The Term Loan shall bear interest at ) made by it, the Interest Ratedate and amount of each payment of principal made by the Borrower with respect thereto, and such interest schedules of each such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note) shall be payable in accordance constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note); provided that the failure of any Bank (or Wachovia) to make any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Syndicated Loan Notes or the Money Market Loan Notes (or Swing Loan Note) or the ability of any Bank to assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with Section 2.06 hereof, including, without limitation, on respect to the Term Swing Loan) is hereby irrevocably authorized by the Borrower so to endorse its Syndicated Loan Maturity DateNotes or Money Market Loan Notes (or Swing Loan Note) and to attach to and make a part of any Syndicated Loan Note or Money Market Loan Note (or Swing Loan Note) a continuation of any such schedule as and when required.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of the Borrower (a “Revolving Note” and, collectively, the “Revolving Notes”) in substantially the form of Exhibit G duly completedA-1 hereto, dated the Effective Date, payable to the order of such Bank in the a principal amount equal to such Bank’s Pro Rata Share Revolving Commitment as originally in effect and otherwise duly completed. All Revolving Loans made by each Bank hereunder and all payments and prepayments made on account of the total Term Loan Principal Amountprincipal thereof, and all conversions of such Revolving Loans shall be recorded by such Bank on the schedule attached to the relevant Revolving Note (provided, that any failure by such Bank to make any such endorsement or any error therein shall not affect the obligations of the Borrower hereunder or under such Revolving Note in respect of such Revolving Loans, nor shall it otherwise affect such Bank’s rights hereunder or under such Revolving Note, including the right to receive repayment). (b) The Swing Line Loans made by the Swing Line Lender shall be evidenced by a single promissory note of the Borrower (the “Swing Line Note”) substantially in the form of Exhibit A-2 hereto, dated the Conversion Effective Date, payable to such Bank and maturing as to the order of the Swing Line Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the Swing Line Loan Limit and otherwise duly completed. All Swing Line Loans made by the Swing Line Lender hereunder and all payments and prepayments on account of the original principal amount thereof shall be recorded by the Swing Line Lender on the schedule attached to the Swing Line Note (provided, that any failure by the Swing Line Lender to make such endorsement or any error therein shall not affect the obligations of the Term Loan. The Term Loan Borrower hereunder or under the Swing Line Note, nor shall bear interest at it otherwise affect the Interest RateSwing Line Lender’s rights hereunder or under the Swing Line Note, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on including the Term Loan Maturity Dateright to receive repayment).

Notes. (a) All Revolving Credit Facility A Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note of Borrower the Borrower, dated as of the Closing Date, and in or substantially in the form of Exhibit F duly completedA attached hereto (as amended, endorsed, replaced or otherwise modified from time to time, such Bank's "Facility A Note"), payable to the order of such Bank in the principal a face amount equal to such Bank’s Pro Rata Share 's Percentage of the total Revolving Credit CommitmentFacility A Commitment Amount. (b) All Facility B Loans made by each Bank shall be evidenced by a promissory note of the Borrower, dated as of the date Closing Date, and in or substantially in the form of Exhibit B attached hereto (as amended, endorsed, replaced or otherwise modified from time to time, such bank becomes a Bank's "Facility B Note"), payable to the order of such Bank and maturing as in a face amount equal to principal such Bank's Percentage of the Facility B Commitment Amount. The Borrower hereby irrevocably authorizes each Bank to make (or cause to be made) appropriate notations on the Revolving Credit Termination Date grid attached to such Bank's Note (or on a continuation of such grid attached to any such Note and made a part thereof), which notations, if made, shall evidence, among other things, the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse date of, the outstanding principal of and payments on the schedule attached to Loans evidenced thereby. Any such notations on any such grid indicating the Revolving Credit Note held by it the outstanding principal amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account Loans evidenced thereby shall be rebuttable presumptive evidence of the Revolving Credit Loansprincipal amount thereof owing and unpaid, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that but the failure to make record any such notation with respect to any Revolving Credit Loan or payment information on such grid shall not not, however, limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment Obligations of the Revolving Credit Note, it will endorse the schedule attached Borrower hereunder or under such Notes to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note make payments of Borrower in substantially the form principal of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal or interest on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date Loans when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datedue.

Notes. (a) All If requested by a Lender, the Revolving Credit Loans made by each Bank under this Agreement such Lender shall be evidenced byby a revolving note duly executed on behalf of the Borrowers, and repaid with interest in accordance withdated the Closing Date, a single promissory note of Borrower in substantially the form attached hereto as Exhibit B-1, payable to the order of Exhibit F duly completed, each such Lender in the an aggregate principal amount equal to such BankLender’s Pro Rata Share Commitment. (b) The Swingline Loans made by the Swingline Lender shall be evidenced by a swingline note duly executed on behalf of the total Revolving Credit CommitmentBorrowers, dated the date such bank becomes a BankClosing Date, in substantially the form attached hereto as Exhibit B-2 payable to such Bank and maturing as the order of the Swingline Lender in an aggregate principal amount equal to principal $10,000,000. (c) Each Note shall bear interest from the date thereof on the Revolving Credit Termination Date (the “Revolving Credit Notes”)outstanding principal balance thereof as set forth in this Article II. Each Bank Lender is hereby authorized by Borrower the Borrowers to endorse on the a 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 Revolving Credit Note held by it the date and amount of each Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the payment amount of each principal payment received by other information provided for on such Bank on account of the Revolving Credit Loansschedule; provided, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure of any Lender to make such a notation with respect to or any Revolving Credit Loan or payment error therein shall not limit or otherwise affect the obligations obligation of Borrower under the Borrowers to repay the Loans made by such Lender in accordance with the terms of this Agreement or and the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteapplicable Notes. (bd) Upon receipt of an affidavit of a Lender as to the Conversion Dateloss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Term Loan shall be evidenced by Borrowers will issue, in lieu thereof, a single promissory note replacement Note in favor of Borrower in substantially the form of Exhibit G duly completedsuch Lender, in the same principal amount equal to such Bank’s Pro Rata Share thereof and otherwise of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datelike tenor.

Notes. (a) All Revolving Credit The obligation of Borrower to repay the Loans made by each Bank under this Agreement shall be evidenced by, Lender and repaid with to pay interest in accordance with, a single promissory note of Borrower in substantially thereon at the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; rates provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan herein shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completedEXHIBIT D (individually, a "NOTE") which note shall be (i) payable to the order of such Lender, (ii) in the principal amount equal of such Lender's Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. Borrower authorizes each Lender to record on the schedule annexed to such Bank’s Pro Rata Share Lender's Note the date and amount of each Loan made by such Lender and of each payment or prepayment of principal thereon made by Borrower, and agrees that all such notations shall constitute prima facie evidence of the total Term Loan Principal Amountmatters noted; PROVIDED, dated HOWEVER, that any failure by a Lender to make any such notation shall not affect the Conversion DateObligations. Borrower further authorizes each Lender to attach to and make a part of such Lender's Note continuations of the schedule attached thereto as necessary. If, payable because any Lender designates separate Applicable Lending Offices for Base Rate Loans or LIBOR Loans, such Lender requests that separate promissory notes be executed to evidence separately such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of Loans, then each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date note shall be in an amount equal the form of EXHIBIT D, MUTATIS MUTANDIS to 1/60th reflect such division, and shall be (w) payable to the order of such Lender, (x) in the original principal amount of such Lender's Commitment, (y) dated the Term LoanClosing Date and (z) otherwise appropriately completed. The Term Loan shall bear interest at the Interest RateSuch notes shall, and such interest shall be payable in accordance with Section 2.06 hereofcollectively, including, without limitation, on the Term Loan Maturity Dateconstitute a Note.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Note payable to the order of Borrower such Lender in substantially the form of Exhibit F duly completed, in the a principal amount equal to such Bank’s Pro Rata Share Lender's Revolving Commitment Amount originally in effect. The Term Loan of the total Revolving Credit Commitment, dated the date such bank becomes each Lender shall be evidenced by a Bank, Term Note and payable to the order of such Bank and maturing as Lender in a principal amount equal to principal on such Lender's Term Loan Commitment Amount. Upon receipt of each Lender's Notes from the Revolving Credit Termination Date (Borrower, the “Revolving Credit Notes”)Agent shall mail such Notes to such Lender. Each Bank Lender shall enter in its ledgers and records the amount of its Term Loans and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Lender is hereby authorized by the Borrower to endorse enter on the a schedule attached to the its Term Notes or Revolving Credit Note held by it the amount Note, as appropriate, a record of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Term Loans, which endorsement shallRevolving Loans, in the absence of manifest errorAdvances and payments; provided, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, however that the failure by any Lender to make any such notation with respect to entry or any Revolving Credit Loan or payment error in making such entry shall not limit or otherwise affect the obligations obligation of the Borrower under this Agreement or hereunder and on the Revolving Credit Note held Notes, and, in all events, the principal amounts owing by such Bank. Each Bank agrees that prior to any assignment the Borrower in respect of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Notes shall be evidenced the aggregate amount of all Revolving Loans made by a single promissory note the Lenders less all payments of principal thereof made by the Borrower in substantially the form of Exhibit G duly completed, in and the principal amount equal to such Bank’s Pro Rata Share of owing by the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, Borrower in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount respect of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest Notes shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the aggregate amount of all Term Loan Maturity DateLoans made by the Lenders less all payments of principal thereof made by the Borrower.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower the Company Credit Agreement substantially in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal AmountA-1 hereto, dated the Conversion Restatement Date, payable to such Bank and maturing as to in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the amount of its Commitment as originally in effect and otherwise duly completed. (b) Each Term Loan made by each Bank shall be evidenced by a separate promissory note of the original Company substantially in the form of Exhibit A-2 hereto, dated the date of such Term Loan, payable to such Bank in a principal amount equal to the amount of such Term Loan and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Bank to the Company, and each payment made on account of the Term Loanprincipal thereof, shall be recorded by such Bank on its books and, prior to any transfer of the Revolving Credit Note evidencing the Revolving Credit Loans held by it, endorsed by such Bank on the schedule attached to such Revolving Credit Note or any continuation thereof; provided that the failure of such Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Revolving Credit Loans evidenced by such Revolving Credit Note. (d) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-3 hereto, dated the Amendment Effective Date, payable to the Swingline Bank in a principal amount equal to $10,000,000 and otherwise duly completed. The Term date and amount of each Swingline Loan shall bear interest at and each payment made on account of the Interest Rateprincipal thereof, and such interest shall be payable in accordance with Section 2.06 hereofrecorded by the Swingline Bank on its books and, includingprior to any transfer of its Swingline Note, without limitation, endorsed by the Swingline Bank on the Term Loan Maturity Dateschedule attached to the Swingline Note or any continuation thereof; provided that the failure by the Swingline Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any Credit Agreement amount owing hereunder or under such Swingline Note in respect of the Swingline Loans evidenced by such Swingline Note. (e) No Bank shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Bank's relevant Commitment, Loans and Notes pursuant to Section 11.06(b) hereof. The Swingline Bank shall not be entitled to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of the Swingline Bank's Swingline Commitment, the Swingline Loans and the Swingline Note pursuant to Section 11.06(g) hereof.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement Lender (other than the Swing Loans) shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Note of Borrower in substantially the form of Exhibit F duly completed, D hereto payable to the order of such Lender in the a principal amount equal to the Revolving Loan Commitment of such Bank’s Pro Rata Share of Lender, and otherwise duly completed. Any Lender may request in writing submitted to the total Revolving Credit CommitmentAdministrative Agent that Term Loans B made by such Lender be evidenced by a promissory note, dated and in such event, the date Borrower shall execute and deliver to such bank becomes Lender a Bank, promissory note payable to the order of such Bank Lender substantially in the form attached hereto as Exhibit C. The promissory notes described in this Section are each, together with all renewals, extensions, modifications and maturing as to principal on the Revolving Credit Termination Date (replacements thereof and substitutions therefor, called a “Note” and collectively called the “Revolving Credit Notes”). Each Bank Lender is hereby authorized by Borrower to endorse on the schedule (or a continuation thereof) that may be attached to each Note of such Lender, to the Revolving Credit Note held extent applicable, the date, amount, type of and the applicable period of interest for each Loan made by it such Lender to Borrower hereunder, and the amount of each Revolving Credit Loan, and the payment amount or prepayment of each principal payment of such Loan received by such Bank on account of the Revolving Credit LoansLender, which endorsement shallprovided, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made that any failure by such Bank; provided however, that the failure Lender to make any such notation with respect to any Revolving Credit Loan or payment endorsement shall not limit or otherwise affect the obligations of Borrower under this Agreement such Note or the Revolving Credit Note held by hereunder in respect of such BankLoan. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Swing Loans shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completedSwing Note. The Swing Note, in the principal amount equal to such Bank’s Pro Rata Share and all renewals, extensions, modifications and replacements thereof and substitutions therefor, shall constitute one of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date” hereunder.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and maturing executed by Borrower, in the principal amount of Three Hundred Million Dollars ($300,000,000), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Any Revolving Credit Lender may request that its Revolving Credit Loans made by each Bank under this Agreement shall (other than Registered Loans) be evidenced by, and repaid with interest in accordance with, Credit Agreement by a single promissory note of the Borrower substantially in substantially the form of Exhibit F duly completedA-1 hereto, dated the date hereof, payable to such Revolving Credit Lender in the a principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteCommitment as originally in effect and otherwise duly completed. (b) Upon the Conversion Date, the Any Tranche A Lender may request that its Tranche A Term Loan shall (other than Registered Loans) be evidenced by a single promissory note of the Borrower substantially in substantially the form of Exhibit G duly completedA-2 hereto, dated the date hereof, payable to such Tranche A Lender in the a principal amount equal to such Bank’s Pro Rata Share the original amount of its Tranche A Term Loan Commitment and otherwise duly completed. (c) Any Tranche C Term Lender may request that its Tranche C Term Loans (other than Registered Loans) be evidenced by a single promissory note of the total Term Loan Principal AmountBorrower substantially in the form of Exhibit A-3 hereto, dated the Conversion Tranche C Term Loan Activation Date, payable to such Bank and maturing as to Tranche C Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the original amount of its Tranche C Term Loan Commitment and otherwise duly completed. (d) The date, amount, Type, interest rate, and duration of Interest Period (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the original principal amount thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Term Note (if any) evidencing such Loan, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation (or any error in making any such recordation) or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (e) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment(s), Loan(s) or Note(s) pursuant to Section 12.06(b) hereof and except as provided in clause (f) below (and, if requested by any Lender, the Borrower agrees to so exchange any Note). (f) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Borrower (through the Agent), and the Borrower agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender under this Agreement. Loans Credit Agreement recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the Borrower. The Borrower agrees, at the request of any Lender that is the holder of Registered Loans, to execute and deliver to such Lender a promissory note in registered form to evidence each such Registered Loan (i.e. containing the optional registered note language as indicated in Exhibits A-1, A-2 or A-3 hereto, as the case may be) and registered ▇▇ ▇▇▇▇ided in Section 12.06(g) hereof (herein, a "Registered Note"), dated (i) the date hereof if such promissory note evidences Loans of any Class other than Tranche C Term Loans or (ii) the Tranche C Term Loan shall bear interest at the Interest RateActivation Date if such promissory note evidences Tranche C Term Loans, in each case payable to such Lender and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, otherwise duly completed. A Loan once recorded on the Term Loan Maturity DateRegister may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and maturing executed by Borrower, in the principal amount of Five Hundred Million Dollars ($500,000,000), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit The Borrower's obligation to pay the ----- principal of, and interest on, each Bank's Loans (including Loans made by each Bank under this Agreement pursuant to Section 2.3(a)) shall be evidenced by, and repaid with interest by (i) in accordance withthe case of (x) such Bank's Tranche A Loans, a single promissory note of (a "Tranche A Note") duly executed and delivered by the Borrower substantially in substantially the form of Exhibit F duly completed, A-1 hereto in the a principal amount equal to such Bank’s Pro Rata Share 's Tranche A Loan with blanks appropriately completed in conformity herewith, and (y) such Bank's Tranche B Loans, a promissory note (a "Tranche B Note") duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 hereto in a principal amount equal to such Bank's Tranche B Loan with blanks appropriately completed in conformity herewith and (ii) in the total case of such Bank's Revolving Credit Loans, a promissory note (a "Revolving Note") duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 hereto in a principal amount equal to such Bank's Revolving Loan Commitment, with blanks appropriately completed in conformity herewith. Each Note issued to a Bank shall (x) be payable to the order of such Bank, (y) be dated the date such bank becomes a BankClosing Date, payable to such Bank and maturing as to principal (z) mature on the Tranche A Loan Maturity Date, the Tranche B Loan Maturity Date or the Revolving Credit Termination Date Loan Maturity Date, as applicable. (the “Revolving Credit Notes”). b) Each Bank is hereby authorized by Borrower authorized, at its option, either (i) to endorse on the schedule attached to its Revolving Note (or on a continuation of such schedule attached to such Note and made a part thereof) an appropriate notation evidencing the Revolving Credit Note held by it the date and amount of each Revolving Credit Loan, Loan evidenced thereby and the payment date and amount of each principal and interest payment received by in respect thereof, or (ii) to record such Bank on account Revolving Loans and such payments in its books and records. Such schedule or such books and records, as the case may be, shall constitute prima facie evidence of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance accuracy of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteinformation contained therein. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedA, dated (i) the date of the Existing Credit Agreement or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Lender in the a principal amount equal to its Maximum Revolving Credit Amount as originally in effect and otherwise duly completed and such Bank’s Pro Rata Share substitute Notes as required by Section 12.06(b). The date, amount, Type, interest rate and Interest Period of each Revolving Credit Loan made by each Lender, and all payments made on account of the total Term Loan Principal Amountprincipal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer may be endorsed by such Lender on the schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Revolving Credit Loans or affect the validity of such transfer by any Lender of its Note. The Swing Line Loans shall be evidenced by a single promissory note (the "Swing Line Note") of the Borrower dated (i) the Conversion DateClosing Date or (ii) the effective date of an appointment of a successor Swing Line Lender pursuant to Section 11.08, payable to such Bank and maturing as to the order of the Swing Line Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the Swing Line Sublimit as originally in effect and containing such other terms and provisions as shall be satisfactory to the Swing Line Lender. The date, amount and interest rate of each Swing Line Loan made by the Swing Line Lender, and all payments made on account of the original principal amount thereof, shall be recorded by the Swing Line Lender on its books for its Swing Line Note, and, prior to any transfer may be endorsed by the Swing Line Lender on the schedule attached to such Swing Line Note or any continuation thereof or on any separate record maintained by the Swing Line Lender. Failure to make any such notation or to attach a schedule shall not affect the Swing Line Lender’s or the Borrower's rights or obligations in respect of such Swing Line Loans or affect the validity of the Term Loan. The Term Loan shall bear interest at transfer by the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity DateSwing Line Lender of its Swing Line Note.

Notes. (a) All Revolving Credit The Loans made by each Bank under this Agreement shall be evidenced byLender shall, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received if requested by such Bank on account of the Revolving Credit LoansLender in writing, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedA-1 for Revolving Loans or Exhibit A-2 for Term Loans, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to such Bank’s Pro Rata Share its Applicable Percentage of the total Term Revolving Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on Commitments or the Term Loans, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Lender’s Revolving Loan Maturity Date Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise) or the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal aggregate outstanding amount of the any Term Loan. The Lender’s Term Loan shall bear interest at the Interest Rate, Loans increases as a result of such Term Lender’s purchase of additional Term Loans pursuant to an Assignment and such interest shall be payable Assumption in accordance with Section 2.06 hereof12.04(b), includingupon the request of such Revolving Lender or Term Lender, without limitationthe Borrower shall deliver or cause to be delivered a new Note payable to the order of such Lender in a principal amount equal to its Applicable Percentage of the Revolving Loan Commitments or its aggregate outstanding principal amount of Term Loans, as applicable after giving effect to such increase or decrease, and otherwise duly completed and the affected Lender shall deliver the Note being replaced to the Borrower immediately. The date, amount, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the Term Loan Maturity Dateprincipal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Note payable to the order of Borrower such Bank in substantially a principal amount equal to such Bank’s Revolving Commitment Amount originally in effect. The Term Loans of each Bank shall be evidenced by a Term Note payable to the form order of Exhibit F duly completed, such Bank in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date Term Loan Commitment Amount. The Term Loans (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount Foreign Currency) of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note Term Note (Foreign Currency) payable to the order of Borrower in substantially the form of Exhibit G duly completed, such Bank in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date Commitment Amount (the “Term Notes”Foreign Currency). The Term Loan Swingline Loans shall be evidenced by a single Swingline Note payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be order of U.S. Bank in an amount equal to 1/60th of the original principal amount of $5,000,000. Upon receipt of each Bank’s Notes from the Borrowers, the Agent shall transmit such Notes to such Bank. Each Bank shall enter in its ledgers and records the amount of each Term Loan, each Term Loan (Foreign Currency) and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Bank is authorized by each Borrower to enter on a schedule attached to its Term Note, Term Note (Foreign Currency) or Revolving Note, as appropriate, a record of such Term Loans, Term Loans (Foreign Currency), Revolving Loans, Advances and payments; provided, however that the failure by any Bank to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Banks less all payments of principal thereof made by the Borrowers, the principal amount owing by the Borrowers in respect of the Term Loan. The Notes shall be the aggregate amount of all Term Loan Loans made by the Banks less all payments of principal thereof made by the Borrowers, the principal amount owing by the Borrowers in respect of the Term Notes (Foreign Currency) shall bear interest at be the Interest Rateaggregate amount of all Term Loans (Foreign Currency) made by the Banks less all payments of principal thereof made by the Borrowers, and such interest the principal amount owing by the Borrowers in respect of the Swingline Note shall be payable in accordance with the aggregate amount of all Swingline Loans made by U.S. Bank less all payments of principal thereof made by the Borrowers and any refinancings thereof pursuant to Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date2.3.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower the Company substantially in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal AmountA-l hereto, dated the Conversion Effective Date, payable to such Bank in a principal amount equal to the amount of its Commitment as originally in effect and maturing as to principal on the Term Loan Maturity Date otherwise duly completed. (the “Term Notes”). b) The Term Loan made by each Bank shall be evidenced by a separate promissory note of the Company substantially in the form of Exhibit A-2 hereto, dated the date of such Term Loan, payable as to such Bank in a principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the amount of such Term Loan and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Bank to the Company, and each payment made on account of the original principal thereof, shall be recorded by such Bank on its books and, prior to any transfer of the Revolving Credit Note evidencing the Revolving Credit Loans held by it, endorsed by such Bank on the schedule attached to such Revolving Credit Note or any continuation thereof; provided that the failure of such Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Revolving Credit Loans evidenced by such Revolving Credit Note. (d) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-3 hereto dated the Effective Date, payable to the Swingline Bank in a principal amount equal to $10,000,000 and otherwise duly completed. The date and amount of each Swingline Loan and each payment made on account of the Term Loanprincipal thereof, shall be recorded by the Swingline Bank on its books and, prior to any transfer of its Swingline Note, endorsed by the Swingline Bank on the schedule attached to the Swingline Note or any continuation thereof; provided that the failure by the Swingline Bank to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Swingline Note in respect of the Swingline Loans evidenced by such Swingline Note. (e) The Competitive Loans made by each Bank shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-4 hereto, dated the Effective Date, payable to such Bank in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed. (f) No Bank shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Bank's relevant Commitment, Loans and Notes pursuant to Section 11.06(b) hereof. The Term Loan Swingline Bank shall bear interest at not be entitled to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of the Interest RateSwingline Bank's Swingline Commitment, the Swingline Loans and such interest shall be payable in accordance with the Swingline Note pursuant to Section 2.06 11.06(g) hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Loan Principal Amount, dated the Conversion Date, Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending office in an amount equal to 1/60th the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of the Term Loanaggregate Commitments. (c) The Swing Line Loans shall be evidenced by a single Swing Line Loan Note payable to the order of the Swing Line Lender for the account of its Lending Office in an amount equal to the Swing Line Commitment. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. The Term Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan shall bear interest at made by it, the Interest Ratedate and amount of each payment of principal made by the Borrower with respect thereto, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided, that the failure of any Bank to make any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. In order to verify the Loans outstanding from time to time, at the request of the Borrower, the Agent shall furnish the Borrower with its records of transactions under this Agreement, in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datereasonable detail.

Notes. Register. (ai) All At the request of any Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by--------------- Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such BankRevolving Credit Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-1, dated the Closing Date, payable to such Lender and otherwise ----------- duly completed. (ii) At the request of any Lender, the Tranche A Term Loans made by such Tranche A Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-2 dated the Closing ----------- Date, payable to such Lender and otherwise duly completed. (iii) At the request of any Lender, the Tranche B Term Loans made by such Tranche B Term Loan Lender shall be evidenced by one or more promissory notes of Borrower, substantially in the form of Exhibit A-3 dated the Closing ----------- Date, payable to such Lender and otherwise duly completed. (b) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided provided, however, -------- ------- that the failure of such Lender to make any such notation with respect to any Revolving Credit Loan recordation or payment endorsement shall not limit or otherwise affect the obligations of Borrower to make a payment when due of any amount owing hereunder or under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (bc) Upon Borrower hereby designates Administrative Agent to serve as its agent, solely for purposes of this Section 2.08, to maintain a register (the Conversion Date"Register") on which it will record the name and address of each Lender, the Term Loan shall be evidenced by a single promissory note --------- Commitment from time to time of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share each of the total Term Loan Principal AmountLenders, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term LoanLoans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation or any error in such recordation shall not affect Borrower's obligations in respect of such Loans. The Term Loan entries in the Register shall bear interest at the Interest Ratebe prima facie evidence of Borrower's Loans, and such interest Borrower, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Credit Documents, notwithstanding any notice to the contrary. The Register shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateavailable for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Dollar Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be Note in an amount equal to 1/60th the original principal amount of such Bank's Commitment and a single Foreign Currency Loan Note, each payable to the order of such Bank for the account of its Lending Office. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of the Term aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, the date and amount of each payment of principal made by the Borrower with respect thereto, whether such Loan is a Base Rate Loan. The Term , Euro-Dollar Loan shall bear interest at or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the Interest RateForeign Currency, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the principal amounts owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, including, without limitation, on any such recordation or endorsement shall not affect the Term Loan Maturity Dateobligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required.

Notes. (a) All The Revolving Credit Loans (other than Swing Line Loans) made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedEXHIBIT A-1 hereto, dated (i) the Closing Date or (ii) the effective date of an Assignment and Acceptance pursuant to Section 12.06(a), payable to the order of such Lender in the a principal amount equal to its Maximum Revolving Credit Amount as in effect and otherwise duly completed and such Bank’s Pro Rata Share substitute Revolving Credit Notes as required by Section 12.06(a). The Revolver Term Loans made by each Lender shall be evidenced by a single promissory note of the total Borrower in substantially the form of EXHIBIT A-2, dated as of (i) the Closing Date or (ii) the effective date of an Assignment and Acceptance pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Revolver Term Commitment and otherwise duly completed and such substitute Revolver Term Notes as required by Section 12.06(a). The date, amount, Type, interest rate and Interest Period of each Loan Principal Amountmade by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Notes, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Notes. The Swing Line Loans made by the Swing Line Lender shall be evidenced by a single promissory note of the Borrower substantially in the form of EXHIBIT A-3, dated the Conversion Closing Date, payable to such Bank and maturing as to the order of the Swing Line Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, Swing Line Commitment and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateotherwise duly completed.

Notes. (a) All The Revolving Credit Loans (other than Registered Loans) made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of Borrower the Company substantially in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal AmountA-1 hereto, dated the Conversion Effective Date, payable to such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the amount of its Revolving Credit Commitment as in effect on the Effective Date and otherwise duly completed. (b) The Tranche A Term Loan (other than Registered Loans) made by each Lender shall be evidenced by a single promissory note of the original Company substantially in the form of Exhibit A-2 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the principal amount of its Tranche A Term Loan outstanding on the Effective Date and otherwise duly completed. (c) The Tranche B Term Loan (other than Registered Loans) made by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-3 hereto, dated the Effective Date, payable to such Lender in a principal amount equal to the amount of its Tranche B Term Loan outstanding on the Effective Date and otherwise duly completed. (d) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loans. (e) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except (i) as contemplated by Section 7.01(e) hereof, (ii) in connection with a permitted assignment of all or any portion of such Lender's Loans and Notes pursuant to Section 12.06(b) hereof and (iii) as provided in clause (f) below (and, if requested by any Lender, the Company agrees to so exchange any Note). (f) Notwithstanding the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Administrative Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender under this Agreement. Credit Agreement 45 - 40 - Loans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration of any Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the Company. The Term Loan shall bear interest Company agrees, at the Interest Raterequest of any Lender that is the holder of Registered Loans, to execute and deliver to such interest shall be Lender a promissory note in registered form to evidence such Registered Loans (i.e. containing the optional registered note language as indicated in Exhibits A-1, ▇-▇ ▇▇ A-3 hereto, as the case may be) and registered as provided in Section 12.06(g) hereof (herein, a "Registered Note"), dated the Effective Date, payable in accordance with Section 2.06 hereof, including, without limitation, to such Lender and otherwise duly completed. A Loan once recorded on the Term Loan Maturity DateRegister may not be removed from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (a) All Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and maturing executed by Borrower, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loans and the Ratable Loan Notes shall mature, and all outstanding principal of the Ratable Loans and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loan, advance and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Term SOFR Bid Rate Loan and/or Absolute Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Notes. In case of any loss, theft, destruction or mutilation of any Bank. Each Bank agrees that prior to any assignment of the Revolving Credit ’s Note, it will endorse the schedule attached to Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All Revolving Credit Loans The Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of the applicable Borrower in substantially the form of Exhibit F EXHIBIT C-1 for Dolphin LP, EXHIBIT C-2 for Fairlane LLC and EXHIBIT C-3 for TOLLC, duly completedcompleted and executed by the applicable Borrower, in the a principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date Loan Commitment allocable to such bank becomes a BankBorrower, payable to such Bank and maturing for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to principal on the Revolving Credit Termination Date (time, including any substitute or additional note(s) pursuant to Section 2.19, 3.07 or 12.05, a “Note” all such notes, collectively, the “Revolving Credit Notes”). The Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by each Borrower to endorse on the schedule attached to the Revolving Credit Note Notes held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Loan made by such Bank; provided however, that the . The failure by any Bank to make such notation notations with respect to any Revolving Credit its Loan or each advance or payment shall not limit or otherwise affect the obligations of any Borrower under this Agreement Agreement, the Notes or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment otherwise in respect of the Revolving Credit Loans. In case of any loss, theft, destruction or mutilation of any Bank’s Note, it will endorse the schedule attached to applicable Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification (in form and substance reasonably acceptable to such Borrower), execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a single promissory note of Borrower the Borrower, substantially in substantially the form of Exhibit F duly completedA-1, with appropriate insertions as to payee, date and principal amount (a "Revolving Credit Note"), payable to the order of such Lender and in the a principal amount equal to such Bank’s Pro Rata Share the lesser of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it i) the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in Commitment of such Lender and (ii) the absence aggregate unpaid principal amount of manifest error, be conclusive as to the outstanding balance of the all Revolving Credit Loans made by such Bank; provided howeverLender. Each Lender is hereby authorized to record the date, that the failure to make such notation with respect to any Type and amount of each Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held made by such Bank. Each Bank agrees that prior Lender, each continuation thereof, each conversion of all or a portion thereof to any assignment another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Revolving Credit Note, it will endorse and any such recordation shall constitute prima facie evidence of the schedule attached to its accuracy of the information so recorded. Each Revolving Credit NoteNote shall (x) be dated the Closing Date, (y) be stated to mature on the Termination Date and (z) provide for the payment of interest in accordance with subsection 2.10. (b) Upon The Swingline Loans made by the Conversion Date, the Term Loan Swingline Lender shall be evidenced by a single promissory note of Borrower the Borrower, substantially in substantially the form of Exhibit G duly completedA-2, with appropriate insertions as to date and principal amount (the "Swingline Note"), payable to the order of the Swingline Lender and in the a principal amount equal to such Bank’s Pro Rata Share the lesser of (i) $5,000,000 and (ii) the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original aggregate unpaid principal amount of the Term Loanall Swingline Loans. The Term Swingline Lender is hereby authorized to record the date and amount of each Swingline Loan shall bear interest at and the Interest Ratedate and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of the Swingline Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Swingline Note shall (x) be dated the Closing Date, (y) be stated to mature on the Termination Date and (z) provide for the payment of interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datesubsection 2.10.

Notes. The Loans (aother than Swing Loans) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single by separate promissory note notes of the Borrower in substantially the form of Exhibit F duly completedA hereto (collectively, the "Revolving Credit Notes"), dated the date of this Agreement and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Bank in the principal face amount equal to such Bank's Commitment and shall be payable as set forth below (provided that, without increasing the Commitment of each Bank, the initial Revolving Credit Note delivered to each Bank shall be in the principal amount equal to the sum of such Bank’s Pro Rata Share 's active Tranche A Commitment and such Bank's pro rata share of the total Revolving Credit inactive Tranche B Commitment). The Borrower irrevocably authorizes each Bank to make or cause to be made, dated at or about the date time of the Drawdown Date of any Loan (other than Swing Loans) or at the time of receipt of any payment of principal thereof, an appropriate notation on such bank becomes a Bank's Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans (other than Swing Loans) set forth on such Bank's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that but the failure to make record, or any error in so recording, any such notation with respect to any Revolving Credit Loan or payment amount on such Bank's Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under this Agreement or the any Revolving Credit Note held by such to make payments of principal of or interest on any Revolving Credit Note when due. The face amount of each Revolving Credit Note includes an allocable amount of Tranche B (based on each Bank. Each Bank agrees that prior to any assignment 's Commitment Percentage), which as of the Revolving Credit Note, it will endorse date hereof is not available to be borrowed by the schedule attached to its Revolving Credit NoteBorrower. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Upon the request of any Lender, the Revolving Credit Loans made by each Bank under this Agreement such Lender shall be evidenced byby a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Third Restatement Date and repaid with interest payable to such Lender in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the an aggregate principal amount equal to such BankLender’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Daterequest of the Swingline Lender, the Term Loan Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form of Exhibit G duly completedBorrowers, dated the Third Restatement Date, and payable to the Swingline Lender, in the an aggregate principal amount equal to such Bank’s Pro Rata Share of the total Term Swingline Loan Principal Amount, dated Ceiling. (c) Each Lender is hereby authorized by the Conversion Date, payable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Revolving Credit Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such Lender’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower the Revolving Credit Borrowers in substantially the form of Exhibit F A duly completed, in the principal amount equal to such Bank’s 's Pro Rata Share of the total Revolving Credit CommitmentFacility, dated the date such bank Bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office and maturing as to principal on the Revolving Credit Termination Date (the “"Revolving Credit Notes”Note"). Each Bank is hereby authorized by Borrower the Revolving Credit Borrowers to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, the type of the Revolving Credit Loan and the each Conversion, Continuation and payment of principal amount of each principal payment received by such Bank for the account of its Applicable Lending Office on account of the its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided provided, however, that the failure to make such notation with respect to any Revolving Credit Loan or Conversion, Continuation or payment shall not limit or otherwise affect the obligations of Borrower the Revolving Credit Borrowers under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the its Revolving Credit Note, Note it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date. The Term Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G B duly completed, in and payable to the principal amount equal to order of such Bank’s Pro Rata Share Bank for the account of the total its Applicable Lending Office (each a "Term Loan Principal Amount, Note"). Each Term Loan Note shall be (a) dated the Conversion Prior Closing Date, payable (b) stated to such Bank and maturing as to principal mature on the Term Loan Maturity Date and (the “Term Notes”). The Term Loan shall be c) payable as to principal monthly on the last day of each month following the Conversion Date, in twelve (12) consecutive equal monthly quarterly installments until commencing June 30, 1999 and continuing on each Quarterly Date thereafter. The amount of such payments received by each Bank on each of the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date initial eleven (11) Quarterly Dates shall be in an the amount equal to 1/60th one-twelfth of such Bank's Pro Rata Share of the original principal amount of the Term LoanLoan and the last installment received by each Bank shall be in the amount of such Bank's Pro Rata Share of the remaining principal amount outstanding on the Maturity Date. The Each Banks' Term Loan Note shall bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the Interest Rateapplicable interest rate per annum determined as provided in, and such interest shall be payable in accordance with as specified in, Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date2.07.

Notes. (a) All Revolving Credit Loans made On the Third Amendment Effective Date, upon surrender of the Existing Contrarian Note by each Bank under this Agreement shall be evidenced byContrarian to Borrowers, and repaid with interest Borrowers will issue to Contrarian a new note in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, Tranche A Note in the aggregate principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans$5,401,143.62, which endorsement shall, promissory note by its terms shall amend and restate in its entirety the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Existing Contrarian Note. (b) Upon On the Conversion Date▇▇▇▇▇▇ Shareholder Approval in connection with the consummation of the Harbourside Exchange Transactions to occur on or about such date, upon surrender of the Term Loan shall be evidenced Existing Harbourside Note by Harbourside to Borrowers, Borrowers will issue to Harbourside a single promissory note Tranche B Note in the aggregate principal amount of Borrower in substantially $4,293,216.71 less the form amount of Exhibit G duly completed, in any repayment of the principal amount equal to such Bank’s Pro Rata Share of Term Loans held by Harbourside after the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank Third Amendment Effective Date and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date ▇▇▇▇▇▇ Shareholder Approval, which promissory note shall be amend and in an amount equal restate in its entirety the Existing Harbourside Note. (c) On the Rescission Date, Contrarian shall surrender to 1/60th of ▇▇▇▇▇▇ the original Tranche A Note issued to it pursuant to SECTION 2.4(A), and Borrowers shall issue and deliver to Contrarian a new Replacement Note in the aggregate principal amount of $7,715,919.45 less the amount of any repayment of the principal amount of Term Loan. The Term Loan Loans held by Contrarian after the Third Amendment Effective Date and prior to the Rescission Date (other than as contemplated by the Contrarian Exchange Agreement), which replacement note shall bear interest amend and restate in its entirety such Tranche A Note issued to Contrarian on the Third Amendment Effective Date. (f) SECTION 7.1 of the Credit Agreement is hereby amended by adding a new clause (i) immediately after existing clause (h) to read in its entirety as follows: (i) at the Interest Ratetimes and in the manner required for delivery as provided in the Senior Credit Agreement, deliver to Agent and such interest shall Lenders a copy of all of the reports, information, documents and notices required to be payable delivered to the Senior Agents and Senior Lenders pursuant to Article 5 of the Senior Credit Agreement. (g) Clauses (b) and (c) of SECTION 8.1 of the Credit Agreement is hereby amended and restated in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.their entirety to read as follows:

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byUpon the request of any Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment Lender shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held be evidenced by such Bank. Each Bank agrees that prior to any assignment of the a Revolving Credit Note, it will endorse duly executed on behalf of the schedule attached Borrowers, dated the Closing Date, the Effective Date or the Restatement Date, as applicable, payable to its Revolving Credit Notethe order of such Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the Conversion Daterequest of the Swingline Lender, the Term Loan Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form Borrowers, dated the Restatement Date, payable to the order of Exhibit G duly completedthe Swingline Lender, in the an aggregate principal amount equal to such Bank’s Pro Rata Share of the total Term Swingline Loan Principal Amount, dated Ceiling. (c) Each Lender is hereby authorized by the Conversion Date, payable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Revolving Credit Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such Lender’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (ai) All Revolving The Tranche A Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single joint and several promissory note of Borrower the Borrowers in substantially the form of Exhibit F duly completedA-1 hereto (each, a "Tranche A Note" and collectively, the "Tranche A Notes"). Each Tranche A Note shall be dated as of the Closing Date, shall be payable to the order of such Bank in the a principal amount equal to such Bank’s Pro Rata Share of the total 's Tranche A Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing Commitment as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loanoriginally in effect, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, shall otherwise be duly completed. The Tranche A Notes shall be payable as provided in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Sections 2.1 and 2.6 hereof. (ii) The Tranche B Credit Loans made by each Bank shall be evidenced by a single joint and several promissory note of the Borrowers in substantially the form of Exhibit A-2 hereto (each, a "Tranche B Note" and collectively, the "Tranche B Notes"; the Tranche A Notes and the Tranche B Notes are hereinafter sometimes referred to individually as a "Note" and collectively as the "Notes"). Each Tranche B Note shall be dated as of the Closing Date, shall be payable to the order of such Bank in a principal amount equal to such Bank; 's Tranche B Revolving Credit Commitment as originally in effect, and shall otherwise be duly completed. The Tranche B Notes shall be payable as provided however, that the failure in Sections 2.1 and 2.6 hereof. (b) Each Bank is authorized to make such enter on a schedule with respect to its Note(s) a notation with respect to each Loan made hereunder of: (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof. The failure of any Revolving Credit Loan or payment Bank to make a notation on any such schedule as aforesaid shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment joint and several obligation of the Revolving Credit Note, it will endorse Borrowers to repay the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Loans in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datetheir respective terms as set forth herein.

Notes. (a) All Revolving Credit The Revolver Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note of Borrower the Borrowers, substantially in substantially the form of Exhibit F duly completedA-1, with appropriate insertions as to payee, date and principal amount (a “Revolver Note”), payable to the order of such Bank and in the a principal amount equal to the amount of the initial Commitment of such Bank’s Pro Rata Share ; provided, however, that the principal amount of each Revolver Loan made in an Optional Currency shall be paid by the total Revolving Credit Commitment, dated the date Borrowers in such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”)Optional Currency. Each Bank is hereby authorized by Borrower to endorse on record the schedule attached to the Revolving Credit Note held by it the date, currency, Type and amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Revolver Loan made by such Bank; provided however, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Revolver Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of any Bank to make such notation with respect to recordation (or any Revolving Credit Loan or payment error in such recordation) shall not limit or otherwise affect the obligations of Borrower the Borrowers hereunder or under this Agreement or the Revolving Credit Note held by such BankRevolver Note. Each Bank agrees that prior Revolver Note shall (a) be dated the Closing Date, (b) be stated to any assignment mature on the Termination Date and (c) provide for the payment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteinterest in accordance with Sections 2.9 and 2.10. (b) Upon the Conversion Date, the Term Loan The Swing Line Loans shall be evidenced by the Swing Line Note, payable to the order of the Swing Line Bank and in a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share the amount of the total Term Swing Line Commitment. The Swing Line Bank is hereby authorized to record the date, Type and amount of each Swing Line Loan Principal Amount, dated the Conversion Date, payable to made by such Bank and maturing as to the date and amount of each payment or prepayment of principal thereof on the Term Loan Maturity Date schedule annexed to and constituting a part of the Swing Line Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided, that the failure of the Swing Line Bank to make such recordation (or any error in such recordation) shall not affect the “Term Notes”)obligations of the Borrowers hereunder or under the Swing Line Note. The Term Loan Swing Line Note shall (a) be payable as dated the Closing Date, (b) be stated to principal monthly mature on the last day Termination Date and (c) provide for the payment of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity DateSections 2.9 and 2.10.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byPromptly following the request of any Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment Lender shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held be evidenced by such Bank. Each Bank agrees that prior to any assignment of the a Revolving Credit Note, it will endorse duly executed on behalf of the schedule attached Borrowers, payable to its Revolving Credit Notesuch Lender in an aggregate principal amount equal to such ▇▇▇▇▇▇’s Commitment. (b) Upon the Conversion Daterequest of the Swingline Lender, the Term Loan Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form of Exhibit G duly completedBorrowers, payable to the Swingline Lender, in the an aggregate principal amount equal to such Bank’s Pro Rata Share of the total Term Swingline Loan Principal Amount, dated Ceiling. (c) Each Lender is hereby authorized by the Conversion Date, payable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Revolving Credit Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such ▇▇▇▇▇▇’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will promptly issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such ▇▇▇▇▇▇’s expense.

Notes. (a) All Revolving Credit The Term Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share by notes of the total Revolving Credit Commitment, dated the date such bank becomes a Borrower for each Bank, payable to the order of such Bank and maturing as Bank, for the account of its Lending Office in principal amounts equal to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, such Bank's Term Loan Commitment. Each such note shall be dated the date hereof and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, shall be substantially in the absence of manifest error, be conclusive form attached hereto as to Exhibit A-1 (the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit "Term Loan or payment shall not limit or Note") and otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteduly completed. (b) Upon the Conversion Date, the Term Loan The Revolving Credit Loans of each Bank shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completedA-2 attached hereto (individually, in the principal amount equal to such Bank’s Pro Rata Share of "Revolving Credit Note" and collectively, the total Term Loan Principal Amount, dated the Conversion Date, "Revolving Credit Notes") payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th of the original principal amount of such Bank's Revolving Credit Commitment. (c) The Money Market Loans made by any Bank to the Term LoanBorrower shall be evidenced by a single note in the form of Exhibit A-3 attached hereto (the "Money Market Note") payable to the order of such Bank for the account of its Lending Office. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. The Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Bank's Term Loan shall bear interest at the Interest RateNote and Revolving Credit Note, such Loan is a Base Rate Loan or Euro-Dollar Loan, and such interest schedule shall be payable constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, including, without limitation, on any such recordation or endorsement shall not affect the Term Loan Maturity Dateobligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement Lender shall be evidenced byby an Amended and Restated Revolving Credit Note, and repaid with interest in accordance withduly executed on behalf of the Borrowers, a single promissory note of Borrower dated the Amendment Closing Date, in substantially the form attached hereto as Exhibit A, payable to the order of Exhibit F duly completed, each such Lender in the an aggregate principal amount equal to such Bank’s Pro Rata Share of the total Lender's Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date . (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the b) The Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Amendment Closing Date, in substantially the form attached hereto as Exhibit I, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (c) Each Lender is hereby authorized by the Borrowers to endorse on a schedule attached to each Note delivered to such BankLender (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 from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the other information provided for on such schedule; provided provided, however, that the failure of any Lender to make such a notation with respect to or any Revolving Credit Loan or payment error therein shall not limit or otherwise affect the obligations obligation of Borrower under the Borrowers to repay the Loans made by such Lender in accordance with the terms of this Agreement or and the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteapplicable Notes. (bd) Upon receipt of an affidavit of a Lender as to the Conversion Dateloss, theft, destruction or mutilation of such Lender's Note and upon cancellation of such Note, the Term Loan shall be evidenced by Borrowers will issue, in lieu thereof, a single promissory note replacement Note in favor of Borrower in substantially the form of Exhibit G duly completedsuch Lender, in the same principal amount equal to such Bank’s Pro Rata Share thereof and otherwise of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datelike tenor.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byUpon the request of any Domestic Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment Domestic Lender shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held be evidenced by such Bank. Each Bank agrees that prior to any assignment of the a Revolving Credit Note, it will endorse duly executed on behalf of the schedule attached Domestic Borrowers, dated the Closing Date, payable to its Revolving Credit Notethe order of such Domestic Lender in an aggregate principal amount equal to such Domestic Lender’s Commitment. (b) Upon the Conversion Daterequest of any Swingline Lender, the Term Loan Revolving Credit Loans made by such Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form Borrowers, dated the Closing Date, payable to the order of Exhibit G duly completedsuch Swingline Lender, in an aggregate principal amount equal to the Domestic Swingline Loan Ceiling or Canadian Swingline Loan Ceiling, as applicable. (c) Upon the request of any Canadian Lender. the Revolving Credit Loans made by such Canadian Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Canadian Borrower, dated the Closing Date, payable to the order of such Canadian Lender in an aggregate principal amount equal to such BankCanadian Lender’s Pro Rata Share of Commitment. (d) Each Lender is hereby authorized by the total Term Loan Principal Amount, dated the Conversion Date, payable applicable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Loan from such Lender, each payment and prepayment of principal of any such Loan, each payment of interest on any such Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (e) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such Lender’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and maturing executed by Borrower, in the principal amount of Seventeen Million Dollars ($17,000,000), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit The Syndicated Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, ----- by a single promissory note Syndicated Master Note made by Borrowers payable to the order of Borrower such Bank in substantially the form of Exhibit F duly completed, in the principal an amount equal to the original principal amount of such Bank’s Pro Rata Share of the total Revolving Credit 's Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term The Swing Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Swing Loan Principal Amount, dated the Conversion Date, Note made by Borrowers payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day order of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be Swing Lender in an amount equal to 1/60th $5,000,000. (c) Upon receipt of each Bank's Syndicated Master Note pursuant to Section 5.11, Banks' Agent shall deliver such Note to such Bank. Each Bank shall record, and prior to any transfer of its Note shall endorse, on the original principal schedules forming a part thereof, appropriate notations to evidence the date, amount of and maturity of, and effective interest rate for, each Loan made by the Term Loan. The Term Loan shall bear interest at the Interest RateBank with respect thereto, and such interest schedules of each such Bank's Note shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Note; provided that the failure of any Bank to -------- make, or any error in accordance with Section 2.06 hereofmaking, includingany such recordation or endorsement shall not affect the obligation of Borrowers hereunder or under the Notes or the ability of any Bank to assign its Note. Each Bank is hereby irrevocably authorized by Borrowers so to endorse its Note and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) Swing Lender shall record, without limitationand prior to any transfer of the Swing Loan Note shall endorse, on the Term schedules forming a part thereof, appropriate notations to evidence the date, amount and maturity of, and effective interest rate for, each Swing Loan Maturity Datemade by Swing Lender with respect thereto, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on the Swing Loan Note; provided that the failure of -------- Swing Lender to make, or any error in making, any such recordation or endorsement shall not affect the obligation of Borrowers hereunder or under the Swing Loan Note or the ability of Swing Lender to assign the Swing Loan Note. Swing Lender is hereby irrevocably authorized by Borrowers so to endorse the Swing Loan Note and to attach to and make a part of the Swing Loan Note a continuation of any such schedule as and when required. (e) In the event of loss, theft, destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, Borrowers will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to such Note and dated as of the date of such Note.

Notes. (a) All The Revolving Credit Commitment and Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of Borrower the Company substantially in substantially the form of Exhibit G duly completedA-1 hereto, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amountappropriately dated, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the Revolving Credit Commitment of such Lender and otherwise duly completed. Thereafter, the Revolving Credit Commitment of each Revolving Credit Lender shall be evidenced by a single promissory note of the original principal Company substantially in the form of Exhibit A hereto, appropriately dated, payable to such Lender in an amount equal to the amount of the Term Revolving Credit Commitment held by such Lender on the Effective Date and otherwise duly completed. (b) The Fixed Rate Loan made by the Fixed Rate Lender shall be evidenced by a single promissory note of the Company substantially in the form as previously agreed between the Fixed Rate Lender and the Borrower, appropriately dated, payable to the Fixed Rate Lender or its designated nominee in a principal amount equal to the amount of the Fixed Rate Loan and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of the Loan made by each Lender to the Company, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation -------- or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Loan. The Term Loan shall bear interest at the Interest Rate, and such interest Credit Agreement ---------------- (d) No Lender shall be payable entitled to have its Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in accordance connection with a permitted assignment of all or any portion of such Lender's Loan and Note pursuant to Section 2.06 11.06(b) hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byPromptly following the request of any Lender, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment Lender shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held be evidenced by such Bank. Each Bank agrees that prior to any assignment of the a Revolving Credit Note, it will endorse duly executed on behalf of the schedule attached Borrowers, payable to its Revolving Credit Notesuch Lender in an aggregate principal amount equal to such Lender’s Commitment. (b) Upon the Conversion Daterequest of the Swingline Lender, the Term Loan Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans shall be evidenced by a single promissory note Swingline Note, duly executed on behalf of Borrower in substantially the form of Exhibit G duly completedBorrowers, payable to the Swingline Lender, in the an aggregate principal amount equal to such Bank’s Pro Rata Share of the total Term Swingline Loan Principal Amount, dated Ceiling. (c) Each Lender is hereby authorized by the Conversion Date, payable Borrowers to endorse on a schedule attached to each Note delivered to such Bank Lender (or on a continuation of such schedule attached to such Note and maturing as made a part thereof), or otherwise to principal on record in such Lender’s internal records, an appropriate notation evidencing the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following Revolving Credit Loan from such Lender, each payment and prepayment of principal of any such Revolving Credit Loan, each payment of interest on any such Revolving Credit Loan and the Conversion Dateother information provided for on such schedule; provided, in consecutive equal monthly installments until however, that the Term Loan Maturity Date when failure of any Lender to make such a notation or any error therein shall not affect the entire remaining principal balance shall be due and payable. Each obligation of any Borrower to repay the Revolving Credit Loans made by such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable Lender in accordance with Section 2.06 hereofthe terms of this Agreement and the applicable Notes. (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, includingtheft, without limitationdestruction or mutilation of such Lender’s Note and upon cancellation of such Note, on the Term Loan Maturity DateBorrowers will promptly issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor at such Lender’s expense.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byLender shall, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received if requested by such Bank on account of the Revolving Credit LoansLender, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower the Borrowers substantially in substantially the form of Exhibit G duly completedA-1 hereto, dated the date hereof, payable to such Lender in the a principal amount equal to the amount of its Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The Term Loan made by each Lender shall, if requested by such Bank’s Pro Rata Share Lender, be evidenced by a single promissory note of the total Term Loan Principal AmountBorrowers substantially in the form of Exhibit A-2 hereto, dated the Conversion Datedate hereof, payable to such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the amount of its Term Loan Commitment as originally in effect and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class made by each Lender to the Borrowers, and each payment made on account of the original principal amount thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender on the schedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and Borrowers to make a payment when due of any amount owing hereunder or under such interest Note in respect of such Loans. (d) No Lender shall be payable entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in accordance connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Section 2.06 hereof12.06 hereof (and, includingif requested by any Lender, without limitation, the Borrowers agree to so exchange any Note). (e) Each Existing Lender shall return to SSC on the Term Loan Maturity Restatement Effective Date each promissory note evidencing Loans held by such Existing Lender under the Existing Credit Agreement. Without limiting its obligation under the preceding sentence, each Existing Lender agrees that each such promissory note held by it shall, from and after the Restatement Effective Date, be superseded by the Notes received by it hereunder on the Restatement Effective Date.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced byby the Revolving Credit Note of Borrower dated as of the date hereof, and repaid with interest payable to the order of Lender in accordance witha principal amount equal to the maximum amount of Lender’s Revolving Credit Commitment, a single promissory note of Borrower which Revolving Credit Note shall be in substantially the form of Exhibit F duly completedA attached hereto and incorporated herein by reference (as the same may from time to time be amended, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitmentmodified, dated the date such bank becomes a Bankextended, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (renewed or restated, the “Revolving Credit NotesNote”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the The Term Loan shall be evidenced by a single promissory note the Term Loan Promissory Note of Borrower dated as of the date hereof, and payable to the order of Lender in the original principal amount of $15,000,000.00, which Term Loan Promissory Note shall be in substantially the form of Exhibit G duly completedB attached hereto and incorporated herein by reference (as the same may from time to time be amended, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amountmodified extended, dated the Conversion Daterenewed or restated, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term NotesNote”). (c) Lender shall record in its books and records the date and amount of each Loan made to Borrower and each payment of principal and/or interest made by Borrower with respect thereto; provided, however, that the obligation of Borrower to repay each Loan made to Borrower hereunder shall be absolute and unconditional, notwithstanding any failure of Lender to make any such recordation or any mistake by Lender in connection with any such recordation. The Term Loan books and records of Lender showing the account between Lender and Borrower shall be payable as to principal monthly on the last day of each month following the Conversion Date, admissible in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance evidence in any action or proceeding and shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th constitute prima facie proof of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateitems therein set forth.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Note payable to the order of Borrower such Bank in substantially a principal amount equal to such Bank's Revolving Commitment Amount originally in effect. The Term A Loan of each Bank shall be evidenced by a Term A Note payable to the form order of Exhibit F duly completed, such Bank in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”)'s Term A Loan Commitment Amount. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount The Term B Loan of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note Term B Note payable to the order of Borrower in substantially the form of Exhibit G duly completed, such Bank in the principal amount equal to such Bank’s Pro Rata Share 's Term B Loan Commitment Amount. Each Bank shall enter in its ledgers and records the amount of its Term A Loan, its Term B Loan, and each Revolving Loan, the various Advances made and the payments made thereon, and each Bank is authorized by the Borrower to enter on a schedule attached to its Term A Note, Term B Note, or Revolving Note, as appropriate, a record of such Term A Loan, Term B Loan, Revolving Loans, Advances and payments; provided, however that the failure by any Bank to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank Borrower hereunder and maturing as to principal on the Term Loan Maturity Date Notes, and, in all events (a) the “Term Notes”). The Term Loan principal amounts owing by the Borrower in respect of the Revolving Notes shall be payable as to the aggregate amount of all Revolving Loans made by the Banks less all payments of principal monthly on thereof made by the last day of each month following Borrower, (b) the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount owing by the Borrower in respect of the Term Loan. The A Notes shall be the aggregate amount of all Term Loan shall bear interest at A Loans made by the Interest RateBanks less all payments of principal thereof made by the Borrower, and such interest (c) the principal amount owing by the Borrower in respect of the Term B Notes shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the aggregate amount of all Term Loan Maturity DateB Loans made by the Banks less all payments of principal thereof made by the Borrower.

Notes. (a) All The obligation of the Company to repay the Revolving Credit Loans will be evidenced by the Company's revolving credit notes (the "Revolving Credit Notes") payable to the order of each of the Lenders at the office of the Agent at ▇▇▇ ▇. ▇▇▇▇▇ Street, 15th Floor, Charlotte, North Carolina 28255, or such other place as the Agent may from time to time designate, each of which will be substantially in the form of Exhibit B attached hereto with the blanks therein appropriately completed, dated as of the date of this Agreement and payable on the Revolving Credit Termination Date, on which date the entire unpaid principal balance of the Revolving Credit Notes and all interest accrued thereon will be due and payable in full. Each Lender is hereby authorized to record on its Revolving Credit Note or on its internal records the amount and date of each Advance of Revolving Credit Loans made by it and the date and amount of each Bank under this Agreement shall repayment of principal of Revolving Credit Loans made to it; provided that the failure to make any such notation or any error therein will not affect the Company's obligation with respect to such Revolving Credit Loans. Absent manifest error, the information so recorded by a Lender will be prima facie evidence of the amount owed. (b) The obligation of the Company to repay the Swingline Loans will be evidenced byby the Company's swingline note (the "Swingline Note") payable to the order of NationsBank at its office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, and repaid with interest ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as NationsBank may from time to time designate, substantially in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly C attached hereto with the blanks therein appropriately completed, in the principal amount equal to such Bank’s Pro Rata Share dated as of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, of this Agreement and payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (Date, on which date the “Revolving Credit Notes”)entire unpaid principal balance of the Swingline Note and all accrued interest thereon will be due and payable in full. Each Bank NationsBank is hereby authorized by Borrower to endorse record on the schedule attached to Swingline Note or on its internal records the Revolving Credit Note held amount and date of each Swingline Loan made by it and the date and amount of each Revolving Credit Loan, and the payment amount repayment of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Swingline Loans made by such Bankto it; provided however, that the failure to make any such notation or any error therein will not affect the Company's obligation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or Swingline Loans. Absent manifest error, the Revolving Credit Note held information so recorded by such Bank. Each Bank agrees that prior to any assignment NationsBank will be prima facie evidence of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Noteamount owed. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit The Tranche A Loans made by each Bank Lender under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (bSection 2.01(a) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower executed by the Lessor in substantially the form of Exhibit G duly completedEXHIBIT B (individually a "TRANCHE A NOTE" and collectively the "TRANCHE A NOTES"), dated as of the date such Lender becomes a party to this Agreement, payable to the order of such Lender in the a principal amount equal to such Bank’s Pro Rata Share the maximum amount of its Tranche A Loan Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche A Loan made by each Lender, and all payments made on account of the total Term Loan Principal Amountprincipal thereof, shall be recorded by such Lender on its books and, prior to any transfer of its Tranche A Note, on the schedules attached to its Tranche A Note or any continuation thereof. (b) The Tranche B Loans made by each Lender under Section 2.01(a) shall be evidenced by a single promissory note executed by the Lessor, in substantially the form of EXHIBIT C (individually a "TRANCHE B NOTE" and collectively the "TRANCHE B NOTES"), dated as of the Conversion Datedate such Lender becomes a party to this Agreement, payable to the order of such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the maximum amount of its Tranche B Loan Commitment as originally in effect and otherwise duly completed. The date and amount of each Tranche B Loan made by each Lender, and all payments made on account of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Ratethereof, and such interest shall be payable in accordance with Section 2.06 hereofrecorded by such Lender on its books and, including, without limitationprior to any transfer of its Tranche B Note, on the Term Loan Maturity Dateschedules attached to its Tranche B Note or any continuation thereof. (c) Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of its Note, the Lessor will issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedEXHIBIT C-1 hereto, dated the Closing Date, payable to the order of such Lender in the a principal amount equal to such Bank’s Pro Rata Share its Revolving Credit Loans Commitment as originally in effect and otherwise duly completed; the Tranche A Term Loans made by each Lender shall be evidenced by a single promissory note of the total Term Loan Principal AmountBorrower in the form of EXHIBIT C-2 hereto, dated the Conversion Closing Date, payable to the order of such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th its Tranche A Term Loan Commitment as originally in effect and otherwise duly completed; and the Tranche B Term Loans made by each Lender shall be evidenced by a single promissory note of the original Borrower in the form of EXHIBIT C-3 hereto, dated the Closing Date, payable to the order of such Lender in a principal amount equal to its Tranche B Term Loan Commitment as originally in effect and otherwise duly completed. Each Lender is hereby authorized by the Borrower to endorse on the schedule (or a continuation thereof) attached to each Note of such Lender, to the extent applicable, the date, amount and Type of and the Interest Period for each Loan made by such Lender to the Borrower hereunder and the amount of each payment or prepayment of principal of such Loan received by such Lender; PROVIDED, HOWEVER, that any failure by such Lender to make any such endorsement shall not affect the obligations of the Term Borrower under such Note or this Agreement in respect of such Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Revolving Note payable to the order of Borrower such Bank in substantially a principal amount equal to such Bank's Revolving Commitment Amount originally in effect. The Term A Loan of each Bank shall be evidenced by a Term A Note payable to the form order of Exhibit F duly completed, such Bank in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”)'s Term A Loan Commitment Amount. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount The Term B Loan of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note Term B Note payable to the order of Borrower in substantially the form of Exhibit G duly completed, such Bank in the principal amount equal to such Bank’s Pro Rata Share of the total 's Term B Loan Principal Commitment Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term C Loan of each Bank shall be evidenced by a Term C Note payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be order of such Bank in an the principal amount equal to 1/60th such Bank's Term C Loan Commitment Amount. Each Bank shall enter in its ledgers and records the amount of its Term A Loan, its Term B Loan, its Term C Loan and each Revolving Loan, the various Advances made and the payments made thereon, and each Bank is authorized by the Borrower to enter on a schedule attached to its Term A Note, Term B Note, Term C Note or Revolving Note, as appropriate, a record of such Term A Loan, Term B Loan, Term C Loan Revolving Loans, Advances and payments; provided, however that the failure by any Bank to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the original Borrower hereunder and on the Notes, and, in all events (a) the principal amounts owing by the Borrower in respect of the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Banks less all payments of principal thereof made by the Borrower, (b) the principal amount owing by the Borrower in respect of the Term Loan. The A Notes shall be the aggregate amount of all Term Loan A Loans made by the Banks less all payments of principal thereof made by the Borrower, (c) the principal amount owing by the Borrower in respect of the Term B Notes shall bear interest at be the Interest Rateaggregate amount of all Term B Loans made by the Banks less all payments of principal thereof made by the Borrower, and such interest (c) the principal amount owing by the Borrower in respect of the Term C Notes shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the aggregate amount of all Term Loan Maturity DateC Loans made by the Banks less all payments of principal thereof made by the Borrower.

Notes. (a) All Revolving Credit Each Tranche 1 Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to the applicable Lending Office of such Tranche 1 Lender resulting from each Loan made by such Lending Office of such Tranche 1 Lender from time to time, including the amounts of principal and interest payable and paid to such Lending Office of such Tranche 1 Lender from time to time under this Agreement. (b) The Administrative Agent shall maintain the Register pursuant to Section 11.7(b), and a subaccount for each Tranche 1 Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each such Loan, the Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Tranche 1 Lender hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower in respect of each such Loan and each Tranche 1 Lender’s share thereof. (c) The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the applicable Borrower therein recorded; provided, however, that the failure of any Tranche 1 Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay (with applicable interest) the Loans made to such Borrower by such Tranche 1 Lender in accordance with the terms of this Agreement. (d) The Loans made by each Bank under this Agreement Tranche 1 Lender shall, if requested by the applicable Tranche 1 Lender (which request shall be made to the Administrative Agent), be evidenced by, and repaid with interest in accordance with, by a single promissory note of Borrower Note appropriately completed in substantially the form of Exhibit F duly completedA, in executed by each Borrower and payable to the principal amount equal order of such Tranche 1 Lender. Each Note shall be entitled to such Bank’s Pro Rata Share all of the total Revolving benefits of this Agreement and the other Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank Documents and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached shall be subject to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, provisions hereof and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Notethereof. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and maturing executed by Borrower, in the principal amount of $400,000,000, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note"). The Swing Loan of the Swing Lender shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower, in the form of EXHIBIT B-2, duly completed and executed by Borrower, payable to the Swing Lender (such note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the "Swing Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, and, in the case of the Swing Lender, the Swing Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests and Swing Loan Notes are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date Maturity Date, as the same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Principal amounts evidenced by the Swing Loan Notes shall become due and payable three (the “Revolving Credit Notes”)3) Banking Days after said amounts are advanced. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loan, advance and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. The Swing Lender is hereby authorized by Borrower to endorse on the schedule attached to the Swing Loan Note held by it, that the amount of each advance and each payment of principal received by the Swing Lender for the account of its Applicable Lending Office(s) on account of its Swing Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Swing Loan made by the Swing Lender. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Notes. In case of any loss, theft, destruction or mutilation of any Bank. Each Bank agrees that prior to any assignment of the Revolving Credit 's Note, it will endorse the schedule attached to Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, Revolving Credit Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th of the original principal amount of the Term Loan. such Bank's Revolving Credit Commitment. (b) The Term Loan of each Bank shall bear be evidenced by a single Term Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Term Loan Commitment. (c) The Swing Line Loans made by the Swing Line Lender to the Borrower shall be evidenced by a single Swing Line Note payable to the order of the Swing Line Lender. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest at rate for, each Revolving Credit Loan or Term Loan, as the Interest Ratecase may be, made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Bank's Revolving Credit Note or Term Loan Note, such Revolving Credit Loan or Term Loan, as the case may be, is a Base Rate Loan or Euro-Dollar Loan, and such interest schedule shall be payable constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, including, without limitation, on any such recordation or endorsement shall not affect the Term Loan Maturity Dateobligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of Borrower the Company substantially in the form of Exhibit A-1 hereto, dated the date hereof, payable to the order of such Lender in a principal amount equal to the amount of its Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) The Swingline Loans made by the Swingline Bank shall be evidenced by a single promissory note of the Company in substantially the form of Exhibit G duly completedA-2 hereto, dated the date of this Agreement, payable to the Swingline Bank in the a principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term LoanSwingline Commitment as originally in effect and otherwise duly completed. The Term date and amount of each Swingline Loan and each payment made on account of the principal thereof, shall bear be recorded by the Swingline Bank on its books and, prior to any transfer of the Swingline Note, endorsed by the Swingline Bank on the schedule attached to such Swingline Note or any continuation thereof; provided that the failure by the Swingline Bank to make any such recordation or endorsement shall not affect any of the obligations of the Company hereunder or under the Swingline Note to make a payment when due. (c) The date, amount, Type, interest at rate and duration of Interest Period (if applicable) of each Revolving Credit Loan made by each Lender to the Interest RateCompany, and such interest each payment made on account of the principal thereof, shall be payable in accordance with Section 2.06 hereofrecorded by such Lender on its books and, includingprior to any transfer of the Revolving Credit Note evidencing Loans held by it, without limitation, endorsed by such Lender on the Term Loan Maturity Dateschedule attached to such Revolving Credit Note or any continuation thereof; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing hereunder or under such Revolving Credit Note in respect of the Revolving Credit Loans.

Notes. (a) All Revolving Credit The Syndicated Loans of each Bank shall be evidenced by a single Syndicated Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of such Bank's Commitment. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $5,000,000. The Money Market Loans made by each any Bank under this Agreement to the Borrower shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Money Market Loan Note payable to the order of Borrower such Bank for the account of its Lending Office in substantially the form of Exhibit F duly completed, in the principal an amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteMoney Market Facility Limit. (b) Upon the Conversion Datereceipt of each Bank's Syndicated Loan Notes, Money Market Loan Notes, and Wachovia's Swing Loan Note pursuant to Section 3.01, the Term Agent shall deliver such Syndicated Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Notes and Money Market Loan Principal Amount, dated the Conversion Date, payable Notes to such Bank and maturing the Swing Loan Note to Wachovia. Each Bank, as to principal the Syndicated Loans and Money Market Loan Notes (or Wachovia, as to the Swing Loans), shall record, and prior to any transfer of its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall endorse on the Term schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Syndicated Loan Maturity Date or Money Market Loan Notes (or Swing Loan) made by it, the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day date and amount of each month following payment of principal made by the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest RateBorrower with respect thereto, and such interest schedules of each such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note) shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note); PROVIDED that the failure of any Bank (or Wachovia) to make, or error in accordance making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) or the ability of any Bank to assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note. Each Bank (and Wachovia, with Section 2.06 hereof, including, without limitation, on respect to the Term Swing Loan) is hereby irrevocably authorized by the Borrower so to endorse its Syndicated Loan Maturity DateNotes or Money Market Loan Notes (or Swing Loan Note) and to attach to and make a part of any Syndicated Loan Note or Money Market Loan Notes (or Swing Loan Note) a continuation of any such schedule as and when required.

Notes. (a) All Revolving Credit If requested by a Lender, such Lender’s Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completedD (individually, a “Note”) which note shall be (i) payable to the order of such Lender, (ii) in the principal amount equal of such Lender’s Commitment, (iii) dated the Closing Date and (iv) otherwise appropriately completed. The Borrower authorizes each Lender to record on the schedule annexed to such BankLender’s Pro Rata Share Note the date and amount of each Loan made by such Lender and of each payment or prepayment of principal thereon made by the Borrower, and agrees that all such notations shall be conclusive absent manifest error with respect to the matters noted; provided, however, that any failure by a Lender to make, or any error by any Lender in making, any such notation shall not affect the Borrower’s Obligations. The Borrower further authorizes each Lender to attach to and make a part of such Lender’s Note continuations of the total Term Loan Principal Amountschedule attached thereto as necessary. If, dated the Conversion Datebecause any Lender designates separate Applicable Lending Offices for Base Rate Loans and LIBOR Loans, payable such Lender requests that separate promissory notes be executed to evidence separately such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of Loans, then each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date note shall be in an amount equal the form of Exhibit D, mutatis mutandis to 1/60th reflect such division, and shall be (w) payable to the order of such Lender, (x) in the original principal amount of such Lender’s Commitment, (y) dated the Term LoanClosing Date and (z) otherwise appropriately completed. The Term Loan shall bear interest at the Interest RateSuch notes shall, and such interest shall be payable in accordance with Section 2.06 hereofcollectively, including, without limitation, on the Term Loan Maturity Dateconstitute a Note.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and maturing executed by Borrower, in the principal amount of Five Hundred Million Dollars ($500,000,000), payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.the

Notes. (a) All Revolving Credit The Term Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, Lender and the payment amount Letter of Credit Obligations owed to each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Lender shall be evidenced by a single promissory note of Borrower the Borrowers substantially in substantially the form of Exhibit G duly completedA, in the with appropriate insertions therein as to date and principal amount equal (each as indorsed or modified from time to such Bank’s Pro Rata Share time, a "Note" and, collectively with the Term Notes of all other Lenders, the total Term Loan Principal Amount, dated the Conversion Date"Notes"), payable to the order of such Bank Lender for the account of its Applicable Lending Office and maturing representing the obligation of the Borrowers to pay on the Termination Date the aggregate unpaid principal balance of the Term Loans made by such Lender and Letter of Credit Obligations owed to each Lender, with interest thereon as prescribed in Section 2.06. Each Note shall (i) be dated the Effective Date, (ii) be stated to mature on the Termination Date and (iii) bear interest from the date thereof on the unpaid principal on balance thereof at the applicable interest rate or rates per annum determined as provided in Section 2.06. The (i) date and amount of the Term Loan Maturity Date made by a Lender consisting of an Alternate Base Rate Loan, a Eurodollar Rate Loan or a combination thereof, (ii) the “Term Notes”)interest rate and Interest Period (if any) applicable to Eurodollar Rate Loan , and (iii) each payment and prepayment of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of its Note, indorsed by such Lender on the schedule attached thereto or any continuation thereof, provided that the failure of such Lender to make any such recordation or indorsement shall not affect the obligations of the Borrowers to make payment when due of any amount owing under the Loan Documents. The Term Loan Interest on each Note shall be payable as to principal monthly on the last day of each month following the Conversion Date, specified in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date2.06(b).

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Dollar Loan Principal Amount, dated the Conversion Date, Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th the original principal amount of such Bank's Commitment and a single Foreign Currency Loan Note from each of Russ▇▇▇ ▇▇▇poration and Russ▇▇▇ ▇▇▇ope Limited, each payable to the order of such Bank for the account of its Lending Office. The Swing Loans shall be evidenced by a single Swing Loan Note payable to the order of Wachovia in the original principal amount of $15,000,000. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the Term Aggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Bank. Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan made by it, the date and amount of each payment of principal made by the Borrower with respect thereto, whether such Loan is a Base Rate Loan. The Term , Euro-Dollar Loan shall bear interest at or Foreign Currency Loan, and if a Foreign Currency Loan, a specification of the Interest RateForeign Currency, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, including, without limitation, on any such recordation or endorsement shall not affect the Term Loan Maturity Dateobligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Loan Principal Amount, dated the Conversion Date, Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the Term Loanaggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Bank. The Term Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan shall bear interest at made by it, the Interest Ratedate and amount of each payment of principal made by the Borrower with respect thereto, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, includingany such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) In the event of loss, without limitationtheft, on destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Term Loan Maturity DateBorrower will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to such Note and dated as of the date of such Note.

Notes. (a) All If requested by a Lender, the Revolving Credit Loans made by each Bank under this Agreement of such Lender shall be evidenced by, and repaid with interest in accordance with, a single by separate revolving promissory note notes of Borrower in favor of the Revolving Lenders in substantially the form of Exhibit F duly completedA-1 (“Revolving Loan Notes”), and the Swing Line Loans of such Lender shall be evidenced by the Swing Line Note in substantially the form of Exhibit A-3 hereto (“Swing Line Note”), each initially dated as of the Effective Date and completed with appropriate insertions (collectively, the Revolving Loan Notes, the Swing Line Note, any substitute or replacement notes therefor and any new Revolving Loan Notes issued in connection with the increase of the Revolving Commitment, pursuant to §2.9 of this Agreement, the “Notes”). A Revolving Loan Note shall be payable to each Revolving Lender in the principal face amount equal to such BankLender’s Pro Rata Share of the total Revolving Credit Commitment, dated or, if less, the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the outstanding amount of each all Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided howeverLender, that plus interest accrued thereon, as set forth below. The Swing Line Note shall be payable to the Swing Line Lender in the principal face amount equal to the Swing Line Commitment, or, if less, the Outstanding amount of all Swing Line Loans made by Swing Line Lender, plus interest accrued thereon, as set forth in §2.1(c)(ii). Each such Note shall be issued by Borrower to the applicable Lender and shall be duly executed and delivered by an authorized officer of Borrower. Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Loan or the receipt of such payment. The Outstanding amount of the Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Lender, but the failure to make record, or any error in so recording, any such notation with respect to any Revolving Credit Loan or payment amount on Agent’s Record shall not limit or otherwise affect the obligations of Borrower Borrower, hereunder or under this Agreement any Note to make payments of principal of or the Revolving Credit interest on any Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Notewhen due. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit The Tranche A Loans made by each the Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of each Borrower in substantially the form of Exhibit G duly completedA-1 or A-2, as appropriate, dated the date hereof, payable to the order of the Bank in the a principal amount equal to such Bank’s Pro Rata Share the Tranche A Commitment as originally in effect, and otherwise duly completed. In the event that a portion (but not all) of the total Tranche A Loans are converted to a Term Loan Principal Amountpursuant to Section 2.01(c), the Borrower shall on or before the Term Loan Conversion Date for such Term Loan, execute and deliver to the Bank a new Tranche A Note (in the form of Exhibit A-1 or A-2, as appropriate) in a principal amount equal to the Tranche A Commitment minus the principal amount of all Tranche A Loans converted to Term Loans pursuant to Section 2.01(c), and dated the Term Loan Conversion Date for such Term Loan. If the Bank shall have received the new Tranche A Note duly executed by the Borrower as aforesaid, the Bank shall promptly return the existing Tranche A Note to the Borrower marked "replaced". (b) The Tranche B Loans made by the Bank shall be evidenced by a single promissory note of each Borrower, substantially in the form of Exhibit B-1 or B-2, as appropriate, dated the Conversion Datedate hereof, payable to such the order of the Bank in a principal amount equal to the Tranche B Commitment as originally in effect, and maturing as to principal on the Term Loan Maturity Date otherwise duly completed. (the “Term Notes”). The c) Each Term Loan shall be payable as to principal monthly on evidenced by a separate promissory note of the last day Borrower in substantially the form of each month following the Conversion DateExhibit C, in consecutive equal monthly installments until dated the Term Loan Maturity Conversion Date when the entire remaining principal balance shall be due and payable. Each for such installment prior Term Loan, payable to the Term Loan Maturity Date shall be order of the Bank in an a principal amount equal to 1/60th of the original principal amount of specified by the Borrower pursuant to Section 2.01(c) for such Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateotherwise duly completed.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and maturing executed by Borrower, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). The Swing Loan of the Swing Lender shall be evidenced by, and repaid with interest in accordance with, a promissory note of Borrower, in the form of EXHIBIT B-2, duly completed and executed by Borrower, payable to the Swing Lender (such note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the “Swing Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, and, in the case of the Swing Lender, the Swing Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes, the Bid Rate Loan Note and the Swing Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date Maturity Date, as the same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Principal amounts evidenced by the Swing Loan Notes shall become due and payable at the earlier of three (3) Banking Days after said amounts are advanced or the “Revolving Credit Notes”)Maturity Date. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loan, advance and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. The Swing Lender is hereby authorized by Borrower to endorse on the schedule attached to the Swing Loan Note held by it, that the amount of each advance and each payment of principal received by the Swing Lender for the account of its Applicable Lending Office(s) on account of its Swing Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Swing Loan made by the Swing Lender. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Notes. In case of any loss, theft, destruction or mutilation of any Bank. Each Bank agrees that prior to any assignment of the Revolving Credit ’s Note, it will endorse the schedule attached to Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement Lender to the Company shall be evidenced byby a Revolving Credit Note of the Company payable to the order of such Lender in a principal amount equal to the amount of such Lender's Revolving Credit Commitment, and repaid with interest in accordance with, a single promissory note each of Borrower which Revolving Credit Notes shall be in substantially the form of Exhibit F duly completedB attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Note issued in full or partial replacement of an existing Revolving Credit Termination Date (Note as a result of an assignment by a Lender), the “"Revolving Credit Notes”"). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the The Term Loan of each Lender to ▇▇▇▇▇▇▇ Electronics shall be evidenced by a single promissory note Term Loan Promissory Note of Borrower ▇▇▇▇▇▇▇ Electronics payable to the order of such Lender in an original principal amount equal to the amount of such Lender's Term Loan Commitment, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit G duly completedC attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total Term Loan Principal Amounttime be amended, dated the Conversion Datemodified, payable to such Bank and maturing as to principal on the Term Loan Maturity Date extended, renewed, restated or replaced (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on any Term Loan Note issued in full or partial replacement of an existing Term Loan Note as a result of an assignment by a Lender), the "Term Loan Notes"). (c) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of each Revolving Credit Loan made by it to the Company and the date and amount of each payment of principal and/or interest made by the Company with respect thereto; provided, however, that the obligation of the Company to repay each Revolving Credit Loan made to the Company under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Company shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (d) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the Term Loan Maturity Datemade by it to ▇▇▇▇▇▇▇ Electronics and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Electronics with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Electronics to repay the Term Loan made by such Lender to ▇▇▇▇▇▇▇ Electronics under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and ▇▇▇▇▇▇▇ Electronics shall be conclusive evidence of the items set forth therein in the absence of demonstrable error.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially Syndicated Dollar Note or a single Foreign Currency Note, as the form of Exhibit G duly completedcase may be, in executed and delivered by the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal AmountBorrower, dated the Conversion Date, each payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the original principal amount of the Term Loanaggregate Commitments. (c) The Finnish Markka Loans made by ▇▇▇▇▇▇ to the Borrower shall be evidenced by a single Finnish Markka Loan Note payable to the order of ▇▇▇▇▇▇ for the account of its Lending Office in an amount equal to the Dollar Equivalent of $5,000,000. (d) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. The Term Each Bank (or ▇▇▇▇▇▇, with respect to the Finnish Markka Loan Note) shall bear record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest at rate for, each Loan made by it, the Interest Ratedate and amount of each payment of principal made by the Borrower with respect thereto, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided, that the failure of any Bank to make any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. In order to verify the Loans outstanding from time to time, at the request of the Borrower, the Agent shall furnish the Borrower with its records of transactions under this Agreement, in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datereasonable detail.

Notes. (a) All Revolving Credit The Loans made by each Bank under this Agreement shall be evidenced byLender shall, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received if requested by such Bank on account of the Revolving Credit LoansLender in writing, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit G duly completedA-1 for Revolving Loans or Exhibit A-2 for Term Loans, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal to such Bank’s Pro Rata Share its Applicable Percentage of the total Term Revolving Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on Commitments or the Term Loans, as applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Lender’s Revolving Loan Maturity Date Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise) or the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal aggregate outstanding amount of the any Term Loan. The Lender’s Term Loan shall bear interest at the Interest Rate, Loans increases as a result of such Term Lender’s purchase of additional Term Loans pursuant to an Assignment and such interest shall be payable Assumption in accordance with Section 2.06 hereof12.04(b), includingupon the request of such Revolving Lender or Term Lender, without limitationthe Borrower shall deliver or cause to be delivered a new Note payable to the order of such Lender in a principal amount equal to its Applicable Percentage of the Revolving Loan Commitments or its aggregate outstanding principal amount of Term Loans, as applicable after giving effect to such increase or decrease, and otherwise duly completed and the affected Lender shall deliver the Note being replaced to the Borrower immediately. The date, amount, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the Term Loan Maturity Dateprincipal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a ​ ​ ​ schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. (a) All Revolving Credit The Syndicated Loans made by of each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Syndicated Loan Principal Amount, dated the Conversion Date, Note payable to the order of such Bank and maturing as to principal on for the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day account of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be its Lending Office in an amount equal to 1/60th the original principal amount of such Bank's Commitment. (b) The Money Market Loans made by any Bank to the Borrowers shall be evidenced by a single Money Market Loan Note payable to the order of such Bank for the account of its Lending Office in an amount equal to 50% of the original principal amount of the Term Loanaggregate Commitments. (c) Upon receipt of each Bank's Notes pursuant to Section 3.01, the Administrative Agent shall deliver such Notes to such Bank. The Term Each Bank shall record, and prior to any transfer of its Notes shall endorse on the schedules forming a part thereof appropriate notations to evidence, the date, amount and maturity of, and effective interest rate for, each Loan shall bear interest at made by it, the Interest Ratedate and amount of each payment of principal made by the Borrowers with respect thereto, and such interest schedules of each such Bank's Notes shall be payable constitute rebuttable presumptive evidence of the respective principal amounts owing and unpaid on such Bank's Notes; provided that the failure of any Bank to make, or any error in accordance with Section 2.06 hereofmaking, includingany such recordation or endorsement shall not affect the obligation of the Borrowers hereunder or under the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby irrevocably authorized by the Borrowers so to endorse its Notes and to attach to and make a part of any Note a continuation of any such schedule as and when required. (d) In the event of loss, without limitationtheft, on destruction, total or partial obliteration, mutilation or inappropriate cancellation of a Note, the Term Loan Maturity DateBorrowers will execute and deliver, in lieu thereof, a replacement Note identical in form and substance to such Note and dated as of the date of such Note.

Notes. (a) All Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and maturing executed by ▇▇▇▇▇▇▇▇, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loans and the Ratable Loan Notes shall mature, and all outstanding principal of the Ratable Loans and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loan, advance and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Term SOFR Bid Rate Loan and/or Absolute Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Notes. In case of any loss, theft, destruction or mutilation of any Bank. Each Bank agrees that prior to any assignment of the Revolving Credit ’s Note, it will endorse the schedule attached to Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement Lender to the Company shall be evidenced byby a Revolving Credit Note of the Company payable to the order of such Lender in a principal amount equal to the amount of such Lender’s Revolving Credit Commitment, and repaid with interest in accordance with, a single promissory note each of Borrower which Revolving Credit Notes shall be in substantially the form of Exhibit F duly completedB attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, in as the principal amount equal same may from time to such Bank’s Pro Rata Share of the total time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Note issued in full or partial replacement of an existing Revolving Credit Termination Date (Note as a result of an assignment by a Lender), the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon The Swing Line Loans of U.S. Bank to the Conversion Date, the Term Loan Company shall be evidenced by a single promissory note Swing Line Note of Borrower the Company payable to the order of U.S. Bank in a principal amount equal to the Maximum Swing Line Amount, which Swing Line Note shall be in substantially the form of Exhibit G duly completedC attached hereto and incorporated herein by reference (with appropriate insertions) (as the same may from time to time be amended, modified extended, renewed or restated, the “Swing Line Note”). (c) The portion of the ▇▇▇▇▇▇▇ Electronics Term Loan made by each Lender shall be evidenced by a Term Loan Promissory Note of ▇▇▇▇▇▇▇ Electronics payable to the order of such Lender in the an original principal amount equal to the amount of such BankLender’s Pro Rata Share of the total $10,000,000.00, each of which Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date Promissory Notes shall be in an amount equal substantially the form of Exhibit D attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Ratetime be amended, and such interest shall be payable in accordance with Section 2.06 hereofmodified, extended, renewed, restated or replaced (including, without limitation, on the any ▇▇▇▇▇▇▇ Electronics Term Loan Maturity DateNote issued in full or partial replacement of an existing ▇▇▇▇▇▇▇ Electronics Term Loan Note as a result of an assignment by a Lender), the “▇▇▇▇▇▇▇ Electronics Term Loan Notes”). (d) The portion of the ▇▇▇▇▇▇▇ Acquisition Term Loan made by each Lender shall be evidenced by a Term Loan Promissory Note of ▇▇▇▇▇▇▇ Acquisition payable to the order of such Lender in an original principal amount equal to the amount of such Lender’s Pro Rata Share of $35,000,000.00, each of which Term Loan Promissory Notes shall be in substantially the form of Exhibit E attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any ▇▇▇▇▇▇▇ Acquisition Term Loan Note issued in full or partial replacement of an existing ▇▇▇▇▇▇▇ Acquisition Term Loan Note as a result of an assignment by a Lender), the “▇▇▇▇▇▇▇ Acquisition Term Loan Notes”). (e) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of each Revolving Credit Loan made by it to the Company and the date and amount of each payment of principal and/or interest made by the Company with respect thereto; provided, however, that the obligation of the Company to repay each Revolving Credit Loan made to the Company under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Company shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (f) U.S. Bank shall record in its books and records the date and amount of each Swing Line Loan made by it and the date and amount of each payment of principal and/or interest made by the Company with respect thereto; provided, however, that the obligation of the Company to repay each Swing Line Loan actually made by U.S. Bank to the Company under this Agreement shall be absolute and unconditional, notwithstanding any failure of U.S. Bank to make any such recordation or any mistake by U.S. Bank in connection with any such recordation. The books and records of U.S. Bank showing the account between U.S. Bank and the Company shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (g) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the portion of the ▇▇▇▇▇▇▇ Electronics Term Loan made by it and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Electronics with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Electronics to repay the portion of the ▇▇▇▇▇▇▇ Electronics Term Loan made by such Lender under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and ▇▇▇▇▇▇▇ Electronics shall be conclusive evidence of the items set forth therein in the absence of demonstrable error. (h) Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of the portion of the ▇▇▇▇▇▇▇ Acquisition Term Loan made by it and the date and amount of each payment of principal and/or interest made by ▇▇▇▇▇▇▇ Acquisition with respect thereto; provided, however, that the obligation of ▇▇▇▇▇▇▇ Acquisition to repay the portion of the ▇▇▇▇▇▇▇ Acquisition Term Loan made by such Lender under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and ▇▇▇▇▇▇▇ Acquisition shall be conclusive evidence of the items set forth therein in the absence of demonstrable error.

Notes. (a) All The Revolving Credit Loans (other than Swingline Loans) made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit CommitmentLender shall, dated at the date request of such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit LoanLender, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower the Borrowers in substantially the form of Exhibit G duly completedI-1 to the Original Credit Agreement, dated (i) the Original Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Revolving Credit Lender in the a principal amount equal to its Maximum Revolving Credit Amount as originally in effect and otherwise duly completed and such Bank’s Pro Rata Share substitute Notes as required by Section 12.06(b). The Term Loans made by each Term Lender shall, at the request of such Term Lender, be evidenced by a single promissory note of the total Borrowers in substantially the form of Exhibit I-2 to the Original Credit Agreement, dated as of (i) the Third Restatement Effective Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Term Loan Principal AmountLender and otherwise duly completed. The Swingline Loans made by the Swingline Lender resulting from the advances under Section 2.01(c) shall, at the request of the Swingline Lender, be evidenced by a promissory note of the Borrowers in substantially the form of Exhibit I-3 to the Original Credit Agreement, dated the Conversion Original Closing Date, payable to such Bank and maturing as to the order of the Swingline Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th the Swingline Commitment. The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Ratethereof, and such interest shall be payable in accordance with Section 2.06 hereofrecorded by such Lender on its books for its Notes, includingand, without limitation, prior to any transfer may be endorsed by such Lender on the Term Loan Maturity Dateschedule attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or any Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

Notes. (a) All The Facility A Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Facility A Revolving Credit Commitment, dated the date such bank becomes a Bank, payable Lender to such Bank and maturing as to principal on the each Facility A Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of each Facility A Revolving Credit Borrower substantially in substantially the form of Exhibit G duly completedA-1 hereto, dated the date hereof, payable to such Lender in the a principal amount equal to such Bank’s Pro Rata Share the amount of its Facility A Revolving Credit Commitment as originally in effect (or, in the case of either Dutch Borrower, in the amount of the total Term Loan Principal AmountFacility A Revolving Credit Loans made to it) and otherwise duly completed. (b) The Facility B Revolving Credit Loans made by each Facility B Revolving Credit Lender to Fabrene shall be evidenced by a single promissory note of Fabrene substantially in the form of Exhibit A-2 hereto, dated the Conversion Datedate hereof, payable to such Bank and maturing as to Lender in a principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Facility B Revolving Credit Loans made to it and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) and maturity (in the case of a Bankers' Acceptance Loan. The Term ) of each Loan shall bear interest at of each Class made by each Lender to the Interest RateBorrowers, and such interest each payment made on account of the principal thereof, shall be payable in accordance with Section 2.06 hereofrecorded by such Lender on its books and, includingprior to any transfer of any Note evidencing the Loans of such Class held by it, without limitation, endorsed by such Lender on the Term Loan Maturity Dateschedule attached to such Note or any continuation thereof; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers to make a payment when due of any amount owing hereunder or under such Note in respect of the Loans to be evidenced by such Note. Credit Agreement ---------------- (d) No Lender shall be entitled to have its Notes subdivided, by exchange for promissory notes of lesser denominations or otherwise, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Section 12.06(b) hereof.

Notes. (a) All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of the Borrower in substantially the form of Exhibit F A duly completed, in the principal amount equal to such Bank’s 's Pro Rata Share of the total Revolving Credit CommitmentFacility, dated the date such bank Bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office and maturing as to principal on the Revolving Credit Termination Date (the “"Revolving Credit Notes”Note"). Each Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, the type of the Revolving Credit Loan and the each Conversion, Continuation and payment of principal amount of each principal payment received by such Bank for the account of its Applicable Lending Office on account of the its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided provided, however, that the failure to make such notation with respect to any Revolving Credit Loan or Conversion, Continuation or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the its Revolving Credit Note, Note it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the . The Term Loan made by each Bank under this Agreement shall be evidenced by by, and repaid with interest in accordance with, a single promissory note of the Borrower in substantially the form of Exhibit G B duly completed, in and payable to the principal amount equal to order of such Bank’s Pro Rata Share Bank for the account of the total its Applicable Lending Office (each a "Term Loan Principal Amount, Note"). Each Term Loan Note shall be (a) dated the Conversion Closing Date, payable (b) stated to such Bank and maturing as to principal mature on the Term Loan Maturity Termination Date and (the “Term Notes”). The Term Loan shall be c) payable as to principal monthly on the last day of each month following the Conversion Date, in twelve (12) consecutive equal monthly quarterly installments until commencing June 30, 1999 and continuing on each Quarterly Date thereafter. The amount of such payments received by each Bank on each of the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date initial eleven (11) Quarterly Dates shall be in an the amount equal to 1/60th one-twelfth of such Bank's Pro Rata Share of the original principal amount of the Term LoanLoan and the last installment received by each Bank shall be in the amount of such Bank's Pro Rata Share of the remaining principal amount outstanding on the Termination Date. The Each Banks' Term Loan Note shall bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the Interest Rateapplicable interest rate per annum determined as provided in, and such interest shall be payable in accordance with as specified in, Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date2.07.

Notes. The Committed Loans shall be evidenced by promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to the order of the Lenders, dated as of the date hereof, and for each Lender in the face amount of such Lender's Commitment (a) All Revolving Credit the "Committed Loan Notes"). The Bid Loans made by each Bank under this Agreement Lender shall be evidenced byby promissory notes of the Borrower, and repaid with interest substantially in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F duly completedB hereto, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Commitment, dated the date such bank becomes a Bankwith appropriate insertions, payable to the order of such Bank Lender, dated as of the date hereof and maturing as to principal on in the Revolving Credit Termination Date face amount of the Total Commitment (the “Revolving Credit "Bid Loan Notes”"). Each Bank Lender is hereby authorized by Borrower to endorse on record the schedule attached to date and amount of Committed Loans it makes and the Revolving Credit Note held by it the date and amount of each Revolving Credit Loan, payment of principal and interest thereon on a schedule annexed to its Committed Loan Note or maintained in connection therewith. Each Lender is hereby authorized to record the payment date and amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Bid Loan made by such BankLender, the maturity date thereof, the date and amount of each payment of principal and interest thereon and the interest rate with respect thereto on a schedule annexed to its Bid Loan Note or maintained in connection therewith. Any such recordation by any Lender shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded; provided howeverPROVIDED, HOWEVER, that the failure to make any such notation with respect to recordation or any Revolving Credit Loan or payment error in any such recordation shall not limit or otherwise affect the obligations of the Borrower hereunder, under this Agreement the Committed Loan Notes, or under the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteBid Loan Notes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans At the request of such Bank, the Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower, in the form of EXHIBIT B-1, duly completed and maturing executed by B▇▇▇▇▇▇▇, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loan, advance and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Term SOFR Bid Rate Loan and/or Absolute Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Notes. In case of any loss, theft, destruction or mutilation of any Bank. Each Bank agrees that prior to any assignment of the Revolving Credit ’s Note, it will endorse the schedule attached to Borrower shall, upon its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note receipt of Borrower in substantially the form an affidavit of Exhibit G duly completed, in the principal amount equal an officer of such Bank as to such Bank’s Pro Rata Share of the total Term Loan Principal Amountloss, dated the Conversion Datetheft, payable destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Bank and maturing as to principal on in the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original same principal amount and otherwise of like tenor as the Term Loan. The Term Loan shall bear interest at the Interest Ratelost, and such interest shall be payable in accordance with Section 2.06 hereofstolen, including, without limitation, on the Term Loan Maturity Datedestroyed or mutilated Note.

Notes. (a) All Revolving Credit Unless otherwise requested by a Bank, any Ratable Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the a principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and maturing interests are referred to collectively in this Agreement as to the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, as the “Revolving Credit Notes”)same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Ratable Loans made by such Bank; provided however, that the . The failure by any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such BankNotes. Each Bank agrees that prior In connection with a Refinancing Mortgage, Borrower shall deliver to any assignment of the Revolving Credit NoteAdministrative Agent, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Datemortgage note, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (Administrative Agent for the “Term Notes”). The Term Loan account of the Banks, which shall be payable as to principal monthly on secured by the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payableapplicable Refinancing Mortgage. Each such installment prior to the Term Loan Maturity Date Such note shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest form as shall be payable requested by Borrower, subject to the Administrative Agent’s reasonable approval. Each reference in accordance with Section 2.06 hereofthis Agreement to the “Notes” shall be deemed to refer to and include any or all of such mortgage notes, including, without limitation, on as the Term Loan Maturity Datecontext may require.

Notes. (a) All Revolving Credit If requested by any Bank, the Delayed Draw Term Loans made by each of such Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, by a single promissory note Delayed Draw Term Loan Note of the Borrower in substantially the form of Exhibit F duly completedA-1 attached hereto and incorporated herein by reference (with appropriate insertions) (collectively, as the same may from time to time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Delayed Draw Term Loan Note issued in #100806096v13 full or partial replacement of an existing Delayed Draw Term Loan Note as a result of an assignment by a Bank) the “Delayed Draw Term Loan Notes”). (b) [Reserved]. (c) Each Bank shall record in its books and records the date, amount, Type and Interest Period (if any) of each Loan made by it to the Borrower and the date and amount of each payment of principal amount equal to such Bank’s Pro Rata Share and/or interest made by the Borrower with respect thereto; provided, however, that the obligation of the total Revolving Credit CommitmentBorrower to repay each Loan made by a Bank to the Borrower under this Agreement shall be absolute and unconditional, dated notwithstanding any failure of such Bank to make any such recordation or any mistake by such Bank in connection with any such recordation. The books and records of each Bank showing the date such bank becomes a Bank, payable to account between such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account shall be conclusive evidence of the Revolving Credit Loans, which endorsement shall, items set forth therein in the absence of manifest error. (d) The Administrative Agent shall maintain the Register pursuant to Section 9.09(h), and a subaccount for each Bank, in which Register and subaccounts (taken together) shall be recorded (i) date, amount, Type and Interest Period (if any) of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Bank hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Bank’s share thereof. (e) The entries made in the books, records and Register and subaccounts maintained pursuant to Section 2.03(c) (and, if consistent with the entries of the Administrative Agent, Section 2.03(d)) shall, to the extent permitted by applicable law, be conclusive as to the outstanding balance prima facie evidence of the Revolving Credit Loans made by such Bankexistence and amounts of the obligations of the Borrower therein recorded; provided provided, however, that the failure of any Bank or the Administrative Agent to make maintain such notation with respect to account, such Register or such subaccount, as applicable, or any Revolving Credit Loan or payment error therein, shall not limit or otherwise in any manner affect the obligations obligation of the Borrower under this Agreement or to repay (with applicable interest) the Revolving Credit Note held Loans made to the Borrower by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Dateterms of this Agreement.

Notes. (a) All The Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single by separate promissory note notes of the Borrower in substantially the form of Exhibit F duly completedA hereto (collectively, the “Revolving Credit Notes”), dated of even date as this Agreement and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each Bank in the principal amount equal to such Bank’s Pro Rata Share of Commitment or, if less, the total Revolving Credit Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the outstanding amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the all Revolving Credit Loans made by such Bank; provided however, that the failure plus interest accrued thereon as set forth below. The Borrower irrevocably authorizes Agent to make such notation with respect or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Bank, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under this Agreement or the any Revolving Credit Note held by such Bankto make payments of principal of or interest on any Revolving Credit Note when due. Each Bank agrees that prior to any assignment By delivery of the Revolving Credit NoteNotes, it will endorse there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the schedule attached to its Indebtedness evidenced by the “Notes” described in the Original Credit Agreement, which Indebtedness is instead allocated among the Banks as of the date hereof and evidenced by the Revolving Credit Note. (b) Upon Notes and their respective Commitment Percentages, and the Conversion Date, the Term Loan Banks shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share as of the total Term Loan Principal Amount, dated the Conversion Date, payable to date hereof make such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior adjustments to the Term Loan Maturity Date shall be in an amount equal to 1/60th outstanding Revolving Credit Loans of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance Banks so that such outstanding Revolving Credit Loans are consistent with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datetheir respective Commitment Percentages.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) All Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of date of request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender's Loans, Borrowers will execute and deliver to such Lender a Revolving Credit Note, Term Note, Equipment Loans made by each Bank under this Agreement shall be evidenced byNote, Term B Notes and/or Equipment Facility B Loans Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and repaid with interest in accordance withprincipal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a single promissory note "Note" and, collectively, the 'Notes"), payable to the order of Borrower such Lender and in substantially the form of Exhibit F duly completed, in the a principal amount equal to such Bank’s Pro Rata Share of the total Lender's Revolving Credit Commitment, Term Loan Commitment, Equipment Loan Commitment, Equipment Facility B Loan Commitment, Term Loan B Commitment and/or Term Loans C Commitment, as applicable. Each Note shall (x) be dated the date such bank becomes a Bankthe applicable Commitment became effective, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Loans and Borrowers' obligation to such Bank and maturing as to principal on repay the same shall be evidenced by the Revolving Credit Termination Date (Notes, this Agreement and the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to books and records of Agent and the Revolving Credit Note held Loan Lenders. The Term Loans and Borrowers' obligation to repay the same shall be evidenced by it the Term Notes, this Agreement and the books and records of Agent and the Term Loan Lenders. The Equipment Loans and Borrowers' obligation to repay the same shall be evidenced by the Equipment Loans Notes, this Agreement and the books and records of Agent and the Equipment Loan Lenders. The Term Loans B and Borrowers' obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. The Equipment Facility B Loans and Borrowers' obligation to repay the same shall be evidenced by the Equipment Facility B Loans Notes, this Agreement and the books and records of Agent and the Equipment Loan Lenders. The Term Loans C and Borrowers' obligation to repay the same shall be evidenced by the Term C Notes, this Agreement and the books and records of Agent and the Term Loan C Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (i) the amount of each Revolving Credit LoanLoan made hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each Interest Period, if any, applicable thereto, (ii) the payment amount of any principal or interest due and payable or to become due and payable from Borrowers to each principal payment Lender hereunder and (iii) both the amount of any sum received by such Bank on account of the Revolving Credit LoansAgent hereunder from Borrowers and each Lender's share thereof; provided, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that any failure by Agent to maintain the failure to make Register or any such notation sub-account with respect to any Revolving Credit Loan or continuation, conversion or payment thereof shall not limit or otherwise affect Borrowers' obligations hereunder or under the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit The Ratable Loan and Swingline Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). The Bid Rate Loans of the Banks shall be evidenced by a single global promissory note of Borrower in the form of EXHIBIT C, duly completed and maturing executed by Borrower, in the principal amount of Three Hundred Million Dollars ($300,000,000), subject to adjustment pursuant to Section 2.16(c) payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Revolving Credit Termination Date (Maturity Date, or, in the “Revolving Credit Notes”)case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Ratable Loan Note held by it it, the amount of each Revolving Credit Loanadvance, and the each payment amount of each principal payment received by such Bank for the account of its Applicable Lending Office(s) on account of the Revolving Credit Loansits Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans Ratable Loan made by such Bank; provided however. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, that the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notation notations with respect to any Revolving Credit Loan the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit NoteNotes. (b) Upon the Conversion Date, the Term Loan shall be evidenced by a single promissory note of Borrower in substantially the form of Exhibit G duly completed, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date, payable to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term Loan shall be payable as to principal monthly on the last day of each month following the Conversion Date, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th of the original principal amount of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.

Notes. (a) All Revolving Credit Loans The Ratable Loan made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit F EXHIBIT B duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Revolving Credit 's Loan Commitment, dated the date such bank becomes a Bank, payable to such Bank and maturing for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to principal on the Revolving Credit Termination Date (the “Revolving Credit Notes”time, including any substitute notes pursuant to Section 3.07 or 12.05, a "Ratable Loan Note"). Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Revolving Credit Note held by it the amount of each Revolving Credit Loan, and the payment amount of each principal payment received by such Bank on account The Bid Rate Loans of the Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (b) Upon the Conversion Date, the Term Loan Banks shall be evidenced by a single global promissory note of Borrower Borrower, in substantially the form of Exhibit G EXHIBIT B-1, duly completedcompleted and executed by Borrower, in the principal amount equal to such Bank’s Pro Rata Share of the total Term Loan Principal Amount, dated the Conversion Date$400,000,000, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (such Bank and maturing note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to principal on time, the Term "Bid Rate Loan Maturity Date (the “Term Notes”Note"). The Term Swing Loan of the Swing Lender shall be payable as to principal monthly on the last day evidenced by, and repaid with interest in accordance with, a promissory note of each month following the Conversion DateBorrower, in consecutive equal monthly installments until the Term Loan Maturity Date when the entire remaining principal balance shall be due form of EXHIBIT B-2, duly completed and payable. Each such installment prior executed by Borrower, payable to the Term Swing Lender (such note, as the same may hereafter be amended, modified extended, severed, assigned, substituted, renewed or restated from time to time, the "Swing Loan Maturity Date shall be Note"). A particular Bank's Ratable Loan Note, together with its interest, if any, in an amount equal to 1/60th the Bid Rate Loan Note, and, in the case of the original principal amount of Swing Lender, the Term LoanSwing Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests and Swing Loan Notes are referred to collectively in this Agreement as the "Notes". The Term Ratable Loan Notes shall bear interest at the Interest Ratemature, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Date.all outstanding principal

Notes. (a) All The Revolving Credit Loans made by of each Bank under this Agreement Lender shall be evidenced by, and repaid with interest in accordance with, by a single promissory note of Borrower Revolving Credit Note substantially in substantially the form of Exhibit F duly completed, D hereto payable to the order of such Lender for the account of its Applicable Lending Office in the principal an amount equal to the amount of such Bank’s Pro Rata Share of the total Lender's Revolving Credit Commitment, dated . (b) The Swing Line Loans shall be evidenced by a single Swing Line Note substantially in the date such bank becomes a Bank, form of Exhibit E hereto payable to such Bank and maturing as to principal on the Revolving Credit Termination Date (order of the “Revolving Credit Notes”). Each Bank is hereby authorized by Borrower to endorse on Swing Line Lender for the schedule attached account of its Applicable Lending Office in an amount equal to the amount of the Swing Line Commitment. (c) The Fronted Offshore Currency Loans shall be evidenced by the Fronted Offshore Currency Notes executed and delivered by the Borrowing Subsidiaries in accordance with the terms of the Offshore Currency Addenda. (d) Upon receipt of each Lender's Revolving Credit Note held by it pursuant to Section 3.01(b), the amount Administrative Agent shall deliver such Revolving Credit Note to such Lender. Each Lender shall record in its books and records the date, amount, type and Interest Period (if any) of each Revolving Credit Loan, Loan made by it and the payment date and amount of each payment of principal payment received and/or interest made by the Borrower with respect thereto; provided that the obligation of the Borrower to repay each Revolving Credit Loan shall be absolute and unconditional, notwithstanding any failure of such Lender to make any such recordation or any mistake by such Bank on Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and the Borrower shall be prima facie evidence of the Revolving Credit Loans, which endorsement shall, items set forth therein in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided however, that the failure to make such notation with respect to any Revolving Credit Loan or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note held by such Bank. Each Bank agrees that prior to any assignment of the Revolving Credit Note, it will endorse the schedule attached to its Revolving Credit Note. (be) Upon receipt of the Conversion DateSwing Line Note pursuant to Section 3.01(c), the Term Administrative Agent shall deliver such Swing Line Note to the Swing Line Lender. The Swing Line Lender shall record in its books and records the date and amount of each Swing Line Loan made by it and the date and amount of each payment of principal and/or interest made by the Borrower with respect thereto; provided that the obligation of the Borrower to repay each Swing Line Loan shall be evidenced absolute and unconditional, notwithstanding any failure of the Swing Line Lender to make any such recordation or any mistake by a single promissory note the Swing Line Lender in connection with any such recordation. The books and records of the Swing Line Lender showing the account between the Swing Line Lender and the Borrower in substantially shall be prima facie evidence of the form of Exhibit G duly completed, items set forth therein in the absence of manifest error. (f) Upon receipt of a Fronted Offshore Currency Note pursuant to Section 2.03(f), the Administrative Agent shall deliver such Fronted Offshore Currency Note to the Offshore Currency Fronting Lender. The Offshore Currency Fronting Lender shall record in its books and records the date and amount of each Fronted Offshore Currency Loan made by it and the date and amount of each payment of principal amount equal to such Bank’s Pro Rata Share and/or interest made by the applicable Borrowing Subsidiary with respect thereto; provided that the obligation of the total Term Loan Principal Amount, dated the Conversion Date, payable Borrowing Subsidiary to such Bank and maturing as to principal on the Term Loan Maturity Date (the “Term Notes”). The Term repay each Fronted Offshore Currency Loan shall be payable as absolute and unconditional, notwithstanding any failure of the Offshore Currency Fronting Lender to principal monthly on make any such recordation or any mistake by the last day Offshore Currency Fronting Lender in connection with any such recordation. The books and records of each month following the Conversion Date, in consecutive equal monthly installments until Offshore Currency Fronting Lender showing the Term Loan Maturity Date when account between the entire remaining principal balance Offshore Currency Fronting Lender and the Borrowing Subsidiary shall be due and payable. Each such installment prior to the Term Loan Maturity Date shall be in an amount equal to 1/60th prima facie evidence of the original principal amount items set forth therein in the absence of the Term Loan. The Term Loan shall bear interest at the Interest Rate, and such interest shall be payable in accordance with Section 2.06 hereof, including, without limitation, on the Term Loan Maturity Datemanifest error.