Common use of Notes Clause in Contracts

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 12.16 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount outstanding Loans of such Lender and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the appropriate clause of Section 2.08Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced ----- by a Note of Borrower, substantially in the Register maintained by form of Exhibit A hereto, with --------- appropriate insertions as to payee and principal amount, payable to the Administrative Agent pursuant order of such Lender and in a principal amount equal to Section 13.15 and shall, if requested by the aggregate principal amount of the Commitment of such Lender, also be or such lesser amount, from time to time, of the Loan or Loans, as the case may be, made by such Lender and evidenced by a Revolving such Note. (b) The Revolving . Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be dated the Document Closing Date, (ii) be stated to mature on the Final Maturity Date, (iiiii) bear interest as provided in have attached a grid for the appropriate clause purpose of Section 2.08 in respect evidencing all of the Base Rate Loans (including accruals and Euro Rate Loans, as the case may be, evidenced thereby, (iiipayments of interest thereon) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02made by such Lender, and (iv) be entitled bear interest on the unpaid principal amount thereof from time to time outstanding at the benefits of this Agreement applicable interest rate per annum determined as provided in, and the other Credit Documents.payable as specified in, Section 2.6. ----------- Loan Agreement (cb) The Swingline Note issued to Upon the Swingline consummation of each Advance, each Lender shall (i) be payable make a notation on the grid attached to such Lender's Note indicating the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature Loan advanced by such Lender on the Swingline Expiry such Advance Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) . Each Lender will note on its internal records is also hereby authorized to record the date and amount of each Loan Advance made by it such Lender, each continuation or conversion thereof, the length of each Interest Period with respect thereto and the date and amount of each payment in respect thereof and prior to any transfer of any of its Notes will endorse principal and/or interest relating thereto, on the reverse side thereof grid attached to each Note held by such Lender, and any such recordation shall constitute prima facie evidence of the outstanding principal amount ----- ----- accuracy of Loans evidenced thereby. Failure the information so recorded; provided, that the failure to make any -------- such notation recordation or any error in such notation recordation shall not affect the obligation of Certificate Trustee under such instrument or the corresponding obligation of Lessee to pay Rent. In addition, on each Payment Date during any Borrower’s obligations in respect Construction Period, each Lender shall make a notation on the grid attached to such Lender's Note indicating the amount of Capitalized Interest accruing on such Lender's Note during the Interest Period ending on such Payment Date (which Capitalized Interest shall thereby be added to the principal amount of such LoansNote). (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Committed Loans made by each Lender shall be evidenced by a Revolving Note in the Register maintained form of Exhibit G-l hereto, payable to the order of such Lender in an amount equal to such Lender’s Pro Rata Share of the Maximum Commitment Amount on the Closing Date. In addition, the Swing Loans made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Swing Line Lender may be evidenced by a Revolving Note. (b) The Revolving Swing Line Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause form of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansExhibit G-2 hereto, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of the Swing Line Lender or its registered assigns and in the maximum amount of $50,000,000. In addition, the Bid Loans that may be dated the Closing Date, (iii) made by a Lender pursuant to Section 2.18 may be in a stated principal amount (expressed in U.S. Dollars) equal evidenced by Bid Notes payable to the relevant Maximum Swingline Amount and be payable order of each Lender, in the outstanding principal form of Exhibit G-3 hereto. Each Lender may endorse on any schedule annexed to its Note(s) the date, amount and maturity of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided each Loan that it makes in the appropriate clause case of Section 2.08Committed Loans (which shall not include undrawn amounts on outstanding Letters of Credit, (vi) be subject to voluntary prepayment as provided in Section 5.01 but shall include the amounts of any drawings on outstanding Letters of Credit), and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it payment of principal that Borrower makes with respect thereto. Borrower irrevocably authorizes each Lender to endorse its Note(s), and each payment such Lender’s record shall be conclusive absent manifest error; provided, however, that any Lender’s failure to make, or its error in making, a notation thereon with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation Loan shall not limit or otherwise affect any Borrower’s obligations in respect of to such LoansLender hereunder or under its Note(s). (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced by a Revolving Note appropriately completed in substantially the Register maintained form of Exhibit A-1. The Swingline Loans made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Swingline Lender shall be evidenced by a Revolving NoteSwingline Note appropriately completed in substantially the form of Exhibit A-2. (b) The Revolving Each Note issued to each a Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject to voluntary prepayment dated as provided of the Closing Date (or, in Section 5.01the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and mandatory repayment as provided in Section 5.02Acceptance), and (iv) be in a stated principal amount equal to such Lender’s Revolving Commitment (or, in the case of the Swingline Note, the amount of the Swingline Commitment), (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit DocumentsDocuments and subject to the provisions hereof and thereof. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note record on its internal records the amount and Type of each Loan made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Revolving Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans evidenced thereby. Failure to make any thereby as of the date of transfer or provide such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything information on a schedule to the contrary contained above in this Section 2.05 or elsewhere in this AgreementAssignment and Acceptance relating to such transfer; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to provide any Borrower shall affect such information, or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementerror therein, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, obligations under this Agreement or the requested Note in the appropriate amount or amounts to evidence such LoansNotes.

Notes. Subject to the terms and conditions of this Agreement, at the Closing, AIRNET will issue and sell to each of the INVESTORS one (1) Senior Secured Convertible Note (a "Note"), and each INVESTOR will subscribe for and purchase one (1) such Note from AIRNET. The Note to be issued to SCP will be in the form of Exhibit D. The Note to be issued to TECORE will be in the form of Exhibit E. (a) Each Borrower’s obligation Purchase Price for SCP's Note. The purchase price (the "SCP Note Purchase Price") for the Note to be issued to SCP in the form of Exhibit D will be equal to Four Million Dollars ($4,000,000). SCP shall pay the SCP Note Purchase Price, subject to adjustment in accordance with Section 13.6, by (i) issuing a credit memorandum to AIRNET pursuant to which the outstanding principal ofbalance payable to SCP under the terms of that certain Bridge Loan Promissory Note payable to SCP shall be deemed satisfied and paid in full (but the accrued interest thereon shall be deferred, as provided in subsection (d) hereinbelow), and interest on(ii) paying the unpaid balance of the SCP Note Purchase Price by certified check, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallcashier's check, if requested by such Lender, also be evidenced by a Revolving Noteor wire transfer at Closing. (b) Purchase Price for TECORE's Note. The Revolving purchase price (the "TECORE Note Purchase Price") for the Note to be issued to each Lender that has a Commitment or outstanding Loans TECORE in the form of Exhibit E will be equal to Twelve Million Dollars ($12,000,000). TECORE shall pay the TECORE Note Purchase Price in accordance with the payment schedule set forth below: (i) mature on An amount equal to Four Million Dollars ($4,000,000) shall be payable by TECORE at Closing by (i) issuing a credit memorandum to AIRNET pursuant to which the Final Maturity Dateoutstanding principal balance payable to TECORE under the terms of that certain Bridge Loan Promissory Note payable to TECORE, shall be deemed satisfied and paid in full (but the accrued interest thereon shall be deferred as provided in subsection (d) hereinbelow), and (ii) bear interest as provided in paying the appropriate clause of Section 2.08 in respect unpaid balance of the Base Rate Loans and Euro Rate Loans$4,000,000, as the case may besubject to adjustment in accordance with Section 13.6, evidenced therebyby certified check, cashier's check, or wire transfer at Closing. (ii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to June 30, 2003, by wire transfer. (iii) An amount equal to One Million Dollars ($1,000,000) shall be subject payable on or prior to voluntary prepayment as provided in Section 5.01September 30, and mandatory repayment as provided in Section 5.022003, and by wire transfer. (iv) An amount equal to One Million Dollars ($1,000,000) shall be entitled payable on or prior to the benefits of this Agreement and the other Credit DocumentsDecember 31, 2003, by wire transfer. (cv) The Swingline Note issued An amount equal to the Swingline Lender One Million Dollars ($1,000,000) shall (i) be payable on or prior to the Swingline Lender or its registered assigns and be dated the Closing DateMarch 31, 2004, by wire transfer. (iiivi) be in a stated principal An amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and One Million Dollars ($1,000,000) shall be payable in on or prior to June 30, 2004, by wire transfer. (vii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to September 30, 2004, by wire transfer. (viii) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to December 31, 2004, by wire transfer. (ix) An amount equal to One Million Dollars ($1,000,000) shall be payable on or prior to March 30, 2005, by wire transfer. (x) Notwithstanding the outstanding principal amount of foregoing, TECORE shall have the Swingline Loans evidenced thereby right, exercisable at its option at any time and from time to time, (iv) mature on to prepay any and all of the Swingline Expiry Datepayments scheduled above; and, (v) bear interest as provided in a consequence thereof, to enjoy the appropriate clause of Section 2.08, (vi) be subject rights to voluntary prepayment as provided in Section 5.01 vote and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits accrual of this Agreement interest, conversion rights, and other rights pertaining thereto, accounting from the other Credit Documents. date of any such prepayment. In the event that TECORE shall fail to pay any installment of the purchase price of TECORE's Note pursuant to paragraphs (dii)-(ix) Each Lender will note on its internal records within 20 days after the due date, then SCP shall have the right, exercisable within 40 days after such due date, to make the investment by paying the amount of each Loan made the installment then past due (and any subsequent installments when due and payable, to the extent set forth by it SCP in its notice of exercise) instead of TECORE, and each payment AIRNET shall issue a Note to SCP, in respect thereof and prior form similar to any transfer of any of its Notes will endorse on the reverse side thereof Note issued to SCP at the outstanding Closing, in the principal amount of Loans evidenced therebythe investment made by SCP. Failure In the event that SCP shall not exercise its right to make any such notation or any error in such notation an investment instead of TECORE, TECORE shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required remain obligated to make the notations otherwise described in preceding clause (hinvestment(s). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest onIf requested by any Bank, the Revolving Loans made by each Lender of such Bank to any Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note of such Borrower in substantially the form of Exhibit A-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 Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) The Revolving If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on of such Borrower substantially the Final Maturity Date, (ii) bear interest as provided in the appropriate clause form of Section 2.08 in respect of the Base Rate Loans Exhibit A-2 attached hereto and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documentsincorporated herein by reference. (c) The Swingline Note issued to the Swingline Lender Each Bank shall (i) be payable to the Swingline Lender or record in its registered assigns books and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each payment in of principal and/or interest made by such Borrower with respect thereof thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and prior to unconditional, notwithstanding any transfer failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error mistake by such Bank in connection with any such notation recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall not affect be conclusive evidence of the 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 Borrower’s obligations 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 LoansLoan 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) Notwithstanding anything 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 contrary contained above in this Section 2.05 or elsewhere in this Agreementextent permitted by applicable law, Notes shall only be delivered to Lenders which at any time specifically request prima facie evidence of the delivery existence and amounts of such Notes. No the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to request maintain such account, such Register or obtain a Note evidencing its Loans to such subaccount, as applicable, or any Borrower error therein, shall affect or not in any manner impair affect the obligations obligation of the applicable each Borrower to pay repay (with applicable interest) the Loans (and all related Obligations) incurred made to such Borrower by such Borrower which would otherwise be evidenced thereby Bank in accordance with the requirements terms of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the All Revolving Credit Loans made by each Lender 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 Register maintained 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 Administrative Agent pursuant schedule attached to Section 13.15 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, if requested in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such LenderBank; provided however, also be evidenced 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 a 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) The Revolving Note issued 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 each Lender that has a Commitment or outstanding Loans shall (i) mature 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 Final 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, (ii) bear interest as provided in consecutive equal monthly installments until the appropriate clause of Section 2.08 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 respect an amount equal to 1/60th of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding original principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) Term Loan. The Term Loan shall bear interest as provided in at the appropriate clause of Section 2.08Interest Rate, (vi) and such interest shall be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby payable in accordance with Section 2.06 hereof, including, without limitation, on the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansTerm Loan Maturity Date.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Facility Agent pursuant to Section 13.15 11.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount outstanding Loans of such Lender and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in Section 2.06 in respect of the appropriate clause of Section 2.08Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations on such Note otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit A-1, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and collectively the "Revolving Notes"), and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be payable to the order of such Bank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Final Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiiv) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns order of Scotiabank and be dated the Closing Restatement Effective Date, (iiiii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iviii) mature on the Swingline Expiry Termination Date, (viv) bear interest as provided in the appropriate clause of Section 2.08, (vi1.08(a) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viiv) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to , or affect the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery validity of such Notes. No failure transfer by any Bank of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropri- ately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination of such Revolving Loan Commitment, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of BTCo and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a “Note. (b) The Revolving ” and, collectively, the “Notes”). Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loans funded by such Lender and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 4.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hb). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant respective Lender, at such the Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender made on or prior to the principal ofAmendment Date if and to the extent that such Lender has a Commitment as of the Amendment Date, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender’s Loans, also be evidenced by each Borrower will execute and deliver to such Lender a Revolving Note, Term Note, and/or Equipment Loans Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to the sum of such Lender’s Revolving Credit Commitment, Term Loan Commitment, and/or Equipment Loan Commitment, as applicable. Each Note shall (x) be dated the Amendment Date, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans and Borrowers’ obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm Loan Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. 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. Agent shall maintain the Register pursuant to Section 10.13, and a subaccount therein for each Lender, in which shall be recorded (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such subaccount with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers’ obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation The Borrower agrees that, upon the request to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Section 13.15 Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and shalldeliver to such Lender a promissory note substantially in the form of Exhibit A (each, if requested as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender, also Lender to the Borrower. Each Note shall be evidenced by a Revolving Notedated the Closing Date and shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. (b) The Revolving Note issued Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to each Lender that has a Commitment or outstanding Loans shall and including the Maturity Date (i) mature on the Final Maturity Date, (ii) bear interest subject to reduction as provided in Subsection 4.4), on the appropriate clause of Section 2.08 dates and in respect of the Base Rate Loans and Euro Rate Loansprincipal amounts, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment adjustment as provided in Section 5.01set forth below, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and be payable in December 31 ending prior to the outstanding Maturity Date 0.25% of the aggregate principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate initial principal amount of the Initial Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to on the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure Closing Date Maturity Date all unpaid aggregate principal amounts of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Initial Term Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest onIf requested by any Bank, the Revolving Loans made by each Lender of such Bank to any Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note of such Borrower in substantially the form of Exhibit A-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 Revolving Credit Note issued in full or partial replacement of an existing Revolving Credit Note as a result of an assignment by a Bank) the “Revolving Credit Notes”). (b) The Revolving If requested by the Swingline Bank, the Swingline Loans to any Borrower shall be evidenced by a Swingline Note issued to each Lender that has a Commitment or outstanding Loans shall of such Borrower substantially the form of Exhibit A-2 attached hereto and incorporated herein by reference (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents“Swingline Note”). (c) The Swingline Note issued to the Swingline Lender Each Bank shall (i) be payable to the Swingline Lender or record in its registered assigns books and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount date, amount, Type and Interest Period (if any) of each Loan made by it to any Borrower and the date and amount of each payment in of principal and/or interest made by such Borrower with respect thereof thereto; provided, however, that the obligation of each Borrower to repay each Loan made by a Bank to such Borrower under this Agreement shall be absolute and prior to unconditional, notwithstanding any transfer failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error mistake by such Bank in connection with any such notation recordation. The books and records of each Bank showing the account between such Bank and such Borrower shall not affect be conclusive evidence of the 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 Borrower’s obligations 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 LoansLoan 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) Notwithstanding anything 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 contrary contained above in this Section 2.05 or elsewhere in this Agreementextent permitted by applicable law, Notes shall only be delivered to Lenders which at any time specifically request prima facie evidence of the delivery existence and amounts of such Notes. No the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender Bank or the Administrative Agent to request maintain such account, such Register or obtain a Note evidencing its Loans to such subaccount, as applicable, or any Borrower error therein, shall affect or not in any manner impair affect the obligations obligation of the applicable each Borrower to pay repay (with applicable interest) the Loans (and all related Obligations) incurred made to such Borrower by such Borrower which would otherwise be evidenced thereby Bank in accordance with the requirements terms of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. In addition to the Note described in Section 2.1 hereof, a Note or Notes in an aggregate principal amount equal to the principal amount of any Additional Bonds will be executed and delivered by the Borrower in a form substantially similar to the form of the Note attached hereto as Exhibit A, with the necessary and appropriate variations, omissions and insertions as permitted and required by this Agreement as amended and supplemented. All Notes shall: (a) Each Borrower’s obligation Provide for payments of interest equal to pay the principal of, and payments of interest on, on the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note.corresponding Bonds; (b) The Revolving Note issued require payments and/or prepayments of principal and any premium equal to each Lender that has a Commitment or outstanding Loans shall (i) mature the payments of principal and any premium on the Final Maturity Date, corresponding Bonds; (iic) bear interest as provided in require all payments on such Notes to be made on or prior to the appropriate clause of Section 2.08 due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain optional and mandatory prepayment provisions and provisions in respect of the Base Rate Loans optional and Euro Rate Loansmandatory acceleration or prepayment of principal and any premium corresponding with the redemption provisions of the corresponding Bonds; and (e) be on a parity with all other Notes theretofore or thereafter executed and delivered by the Borrower pursuant to this Agreement as the same may be amended or supplemented in connection with issuance of any Bonds, except with respect to draws under the Letter of Credit. Upon payment in full of the principal of and interest and any premium on any or all Bonds, whether at maturity or by redemption or otherwise, and the surrender thereof to, and cancellation thereof by, the Trustee, or upon provision for the payment thereof having been made in accordance with the provisions of the Indenture, the Notes, issued concurrently with such Bonds, of the same maturity, bearing the same interest rate and in an amount equal to the aggregate principal amount of such Bonds so surrendered and canceled or for the payment of which provision has been made, shall be deemed fully paid and the obligations of the Borrower thereunder terminated and such Notes shall be canceled and surrendered by the Trustee to the Borrower. Notwithstanding the previous sentence, in the event that moneys sufficient for such payment have been paid to the Trustee by the Bank, and amounts are owing to the Bank under the Reimbursement Agreement, as evidenced by a written certificate of the case may beBank delivered to the Trustee, evidenced therebythe Trustee shall upon written instructions of the Bank assign all of its right, (iii) be subject title and interest in and to voluntary prepayment as provided in Section 5.01, the Notes to the Bank. The Borrower hereby agrees and mandatory repayment as provided in Section 5.02, consents to such an assignment without defense or set-off by reason of any dispute between the Borrower and (iv) be the Trustee. Unless the Borrower is entitled to the benefits a credit under express terms of this Agreement and or the other Credit Documents. (c) The Swingline Indenture, all payments on each Note issued to shall be in the Swingline Lender full amount required thereunder. Each Note shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, Issuer and shall not in any way affect be negotiated by the security or guaranties therefor provided pursuant Issuer, except to effect assignment thereof to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required Trustee and to make any successor trustee under the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansIndenture.

Notes. The Loans to be made by the Lenders to the Borrowers hereunder shall be evidenced by promissory notes of the applicable Borrower. Each Note shall: (a) Each Borrowerbe in the amount of the applicable Lender’s obligation Commitment; (b) be payable to pay such Lender at the principal of, office of the Administrative Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and interest on, the Loans (e) be made by each Lender the Borrower. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated order of Administrative Agent for the Closing Dateaccount of the Lenders, at the principal office of Administrative Agent; (iiic) bear interest in accordance with Section ‎2.06; (d) be in a stated principal amount the form of Exhibit P attached hereto (expressed with blanks appropriately completed in U.S. Dollarsconformity herewith); and (e) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, (iv) mature on upon the Swingline Expiry Date, (v) bear interest as provided in request of the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything affected Lender, to the contrary contained above in this Section 2.05 or elsewhere in this Agreementreissue new Notes, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.12 hereof, in renewal of and shall not in any way affect substitution for the security or guaranties therefor provided pursuant Note previously issued by the Borrower to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant affected Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Term Loans made by A of each Lender shall be evidenced by a promissory note (each a "Term Note A") substantially in the Register maintained by form set forth in Exhibit A-1, with appropriate insertions, payable to the Administrative Agent pursuant order of such Lender in an original principal amount equal to Section 13.15 and shall, if requested by such Lender, also 's Term Loan A and each such Term Note A shall provide that the Term Loans A of such Lender shall be paid in installments equal to such Lender's Pro Rata Share of the aggregate principal amount of the installments of the Term Loans A as set forth on Schedule 3.1(a). The Term Loans B of each Lender shall be evidenced by a Revolving Note. promissory note (beach a "Term Note B") The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided substantially in the form set forth in Exhibit A-2, with appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loansinsertions, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated an original principal amount (expressed in U.S. Dollars) equal to such Lender's Term Loan B and each such Term Note B shall provide that the relevant Maximum Swingline Amount and Term Loans B of such Lender shall be payable paid in installments equal to such Lender's Pro Rata Share of the outstanding aggregate principal amount of the Swingline installments of the Term Loans B as set forth on Schedule 3.1(b). The Revolving Loans of each Lender shall be evidenced thereby from time by a promissory note (each a "Revolving Note") substantially in the form set forth in Exhibit A-3, with appropriate insertions, payable to time, (iv) mature the order of such Lender in a face principal amount equal to such Lender's Pro Rata Share of the Revolving Commitment Amount and each such Revolving Note shall provide that each Revolving Loan of such Lender shall be paid in full on the Swingline Expiry Revolving Credit Termination Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced set forth in the Register maintained by the Administrative Agent pursuant to Section 13.15 11.15 and shall, if requested by such any Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower and the Guarantors, in the case of the Term A Loan, substantially in the form of Exhibit A-1, and in the case of the Term B Loan, in the form of Exhibit A-2, in each case, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower and the Guarantors, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loans made by such Lender on the Borrowing Date and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.06, (vi) be subject to voluntary prepayment as provided in Section 5.01 2.01, mandatory repayments as provided in Sections 2.02(c) and (d) and mandatory repayment offers to prepay as provided in Section 5.02 2.02(a) and (b), and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced by a Revolving Credit Note appropriately completed in substantially the Register maintained form of EXHIBIT B-1. The Swingline Loans made by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also Swingline Lender shall be evidenced by a Revolving NoteSwingline Note appropriately completed in substantially the form of EXHIBIT B-2. (b) The Each Revolving Credit Note issued to each a Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject to voluntary prepayment dated as provided in Section 5.01of the Amendment Effective Date, and mandatory repayment as provided in Section 5.02, and (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of SECTION 2.8, as the same may be applicable to the Revolving Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Credit DocumentsDocuments and subject to the provisions hereof and thereof. The amount of principal owing on each Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Loans made under such Revolving Credit Note, less all payments of principal theretofore made by the Borrower and applied thereto in accordance with the terms of this Agreement. (c) Each Lender (or Swingline Lender, as applicable) will record on its internal records the amount and Type of each Revolving Loan, or Swingline Loan, as applicable, made by it and each payment received by it in respect thereof and will, in the event of any transfer of any of its Revolving Credit Notes or Swingline Notes, as applicable, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans, or Swingline Loan, as applicable, evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender (or Swingline Lender, as applicable) to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Revolving Credit Notes or the Swingline Note. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns and Lender, (iii) be dated as of the Closing Amendment Effective Date, (iiiiv) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry DateCommitment, (v) bear interest in accordance with the provisions of SECTION 2.8, as provided in the appropriate clause of Section 2.08same may be applicable from time to time to the Swingline Loans, and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to all of the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records Documents and subject to the provisions hereof and thereof. The amount of principal owing on each Loan Swingline Note at any given time shall be the aggregate amount of all Swingline Loans made under such Swingline Note, less all payments of principal theretofore made by it the Borrower and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby applied thereto in accordance with the requirements terms of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in its entirety as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender if and to the principal ofextent that such Lender has a Commitment as of the date of such request, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender’s Loans, also be evidenced by Borrowers will execute and deliver to such Lender a Revolving Note, Term A Note and/or Term B Note, as applicable, substantially in the forms of Exhibit 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to such Lender’s Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. Each Note shall (x) be dated the date the 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 Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans A and Borrowers’ obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm A Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. 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. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers’ obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each If requested by a Bank, the Borrower’s obligation to pay the principal of, and interest on, all the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested it by such Lender, also Bank shall be evidenced by a Revolving NoteNote payable to each Bank and a Swingline Note payable to the Swingline Bank, as applicable. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender Bank or its registered assigns and be dated the Closing Dateassigns, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. Sections 2.11(a) and (b) of the Agreement are hereby amended in their entirety as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender if and to the principal ofextent that such Lender has a Commitment as of the date of such request, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender’s Loans, also be evidenced by Borrowers will execute and deliver to such Lender a Revolving Note, 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 principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to such Lender’s 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 the 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 Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans A and Borrowers’ obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm A Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. 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 (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers’ obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Borrowers’ obligation to pay the principal of, and interest on, the Loans made to the Borrowers by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant and, subject to Section 13.15 and shallthe provisions of SECTION 2.05(c), if requested by such shall be evidenced by, at the request of the applicable Lender, also a promissory note substantially in the form of Exhibit N-1, with blanks appropriately completed in conformity herewith (each, as the same may be evidenced by amended, supplemented or otherwise modified from time to time, a Revolving “Note”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline requesting Lender shall (i) be executed jointly by each of the Borrowers, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to such Lender’s Commitment on the relevant Maximum Swingline Amount Closing Date or on the date of the issuance thereof (if issued after the Closing Date) and be payable in the outstanding principal amount of the Swingline Loans Revolving Advances evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, herein and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower the Borrowers shall affect or in any manner impair the obligations obligation of the applicable Borrower Borrowers to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties Guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable each Borrower shall promptly jointly execute and deliver to the relevant Lender, at such Borrower’s expense, that Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. The holder of the Purchase Option shall exercise such option by delivering written notice stating its desire to exercise this option to the Securities Depository, the Indenture Trustee, the Remarketing Agents and the Rating Agencies at least thirty (a30) Each Borrower’s obligation days prior to the next succeeding Quarterly Distribution Date that it intends to exercise its Purchase Option and by delivering to the Indenture Trustee an amount equal to the purchase price determined as described above at least thirty (30) days prior to the next succeeding Quarterly Distribution Date. If the holder of the Purchase Option fails to provide the required notice or an amount sufficient to redeem the Series 2004-2 Notes, the Trustee shall attempt to sell the Financed Loans held within the Trust Estate pursuant to Section 2.13 of this Appendix A. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (b), the Indenture Trustee shall deposit amounts sufficient to redeem each Class of the Series 2004-2 Notes on the next succeeding Quarterly Distribution Date occurring on or after November 1, 2005 or Auction Rate Distribution Date, as appropriate, pursuant to the mandatory redemption provisions of Section 2.09(f) and (g)(ii) of the Indenture and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product into separate Accounts established by the Indenture Trustee within the Note Payment Fund and shall deposit the remainder to the Collection Fund to pay the principal ofremaining Program Expenses to the final redemption date of the Series 2004-2 Notes. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem the Series 2004-2 Notes on their Quarterly Distribution Date or Auction Rate Distribution Date, as appropriate, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans any Issuer Derivative Payments (and including all related Obligationsapplicable Termination Payments) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanscorresponding Derivative Product.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, on the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Revolving Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.1, and mandatory repayment as provided in Section 5.02 4.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes Note will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.5 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such NotesNote. No failure of any Lender to to, request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Facility A Loans made (or continued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained by form of Exhibit A-1 hereto, dated the Administrative Agent pursuant Effective Date, payable to Section 13.15 such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and shall, if requested by such Lender, also be evidenced by a Revolving Noteotherwise duly completed. (b) The Revolving Note issued to each Lender that has a Commitment Facility B Loan made (or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loanscontinued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-2 hereto, evidenced therebydated the Effective Date, (iii) be subject payable to voluntary prepayment as provided such Lender in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled a principal amount equal to the benefits amount of this Agreement its Facility B Commitment as originally in effect and the other Credit Documentsotherwise duly completed. (c) The Swingline Note issued to the Swingline Lender shall date, amount, Type, interest rate and duration of Interest Period (iif applicable) be payable to the Swingline Lender or its registered assigns of each Loan of each Class made by each Lender, and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount each payment made on account of the Swingline principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans evidenced thereby from time to timeof such Class held by it, (iv) mature endorsed by such Lender on the Swingline Expiry Date, (v) bear interest as provided schedule CREDIT AGREEMENT attached to such Note or any continuation thereof; PROVIDED that the failure of such Lender to make any such recordation or endorsement or an error therein 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 the appropriate clause of Section 2.08, (vi) Loans to be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsevidenced by such Note. (d) Each No Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior shall be entitled to any transfer of any of have its Notes will endorse on the reverse side thereof the outstanding principal amount subdivided, by exchange for promissory notes of Loans evidenced thereby. Failure to make any such notation lesser denominations or otherwise, except in connection with a permitted assignment of all or any error in such notation shall not affect any Borrower’s obligations in respect portion of such LoansLender's relevant Commitments, Loans and Notes pursuant to Section 11.06(b) hereof. (e) Notwithstanding anything 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 Agent), and the Company agrees thereupon, to record on the Register referred to in Section 11.06(g) hereof any Facility B Loans held by such Lender under this Agreement. 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 Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the contrary contained above in this Section 2.05 or elsewhere in this AgreementCompany. The Company agrees, Notes shall only be delivered to Lenders which at any time specifically the request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair that is the obligations holder of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Registered Loans, the applicable Borrower shall promptly to execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note Lender a promissory note in the appropriate amount or amounts registered form to evidence such LoansRegistered Loans and registered as provided in Section 11.06(g) hereof (herein, a "REGISTERED NOTE"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register 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) Each Borrower’s obligation The Revolving Credit Loans of Lender to pay the principal of, and interest on, the Loans made by each Lender Company shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Credit Note of the Company payable to the order of Lender in a principal amount equal to the maximum amount of Lender's Revolving Credit Commitment, which Revolving Credit Note shall be in substantially the form of Exhibit B 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 "Revolving Credit Note"). (b) The Revolving Term Loan of Lender to ▇▇▇▇▇▇▇ Properties shall be evidenced by a Term Loan Promissory Note issued of ▇▇▇▇▇▇▇ Properties payable to each the order of Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the principal amount of up to $6,400,000.00, which Term Loan Promissory Note shall be in substantially the form of Exhibit C attached hereto and incorporated herein by reference (with appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, insertions) (as the case same may befrom time to time be amended, evidenced therebymodified, (iii) be subject to voluntary prepayment as provided in Section 5.01extended, and mandatory repayment as provided in Section 5.02renewed or restated, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents"Term Loan Note"). (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or record in its registered assigns books and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount date, amount, type and Interest Period (if any) of each Loan made by it to the Company and/or ▇▇▇▇▇▇▇ Properties and the date and amount of each payment in of principal and/or interest made by the Company and/or ▇▇▇▇▇▇▇ Properties with respect thereof thereto; provided, however, that the obligation of the Company and prior ▇▇▇▇▇▇▇ Properties to repay each Loan made to it by Lender under this Agreement shall be absolute and unconditional, notwithstanding any transfer failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure Lender to make any such notation recordation or any error mistake by Lender in connection with any such notation recordation. The books and records of Lender showing the account between Lender and each of the Company and ▇▇▇▇▇▇▇ Properties shall not affect any Borrower’s obligations be admissible in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or evidence in any manner impair the obligations action or proceeding and shall constitute prima facie proof of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansitems therein set forth.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each a "Revolving Note", and collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Borrower substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has Bank with a Revolving Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns Bank and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation (or any error in such notation notation) shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, of and interest on, on all the Loans made to it by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a promissory note (each, a "Revolving Note" and, collectively, the "Revolving Notes") duly executed and delivered by the Borrower substantially in the form of Exhibit A hereto, with blanks appropriately completed in conformity herewith. (b) The Revolving Note of the Borrower issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such Bank and be payable in the outstanding aggregate principal amount of the Swingline Revolving Loans evidenced thereby from time to timethereby, (iv) mature mature, with respect to each Loan evidenced thereby, on the Swingline Expiry Final Revolving Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and LIBOR Loans, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (dc) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure ; provided, however, that failure to make any such notation or any error in such notation shall not affect the Borrower's or any Borrower’s Credit Party's obligations hereunder or under the other applicable Credit Documents in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.15 and shall, if requested by such LenderLender as provided below, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). Coincident with the delivery of an Incremental Commitment Agreement for acceptance and registration of the provision of an Incremental Commitment, or as soon thereafter as practicable, new Notes, as the case may be, shall be issued to the respective Incremental Lender at the request of such Incremental Lender. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and and, prior to any transfer of any of its Notes Notes, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall (at its expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans any Loan made by each a Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained by form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a "Note"). On the Administrative Agent pursuant Closing Date, to Section 13.15 and shall, if the extent requested by such any Lender, also the existing promissory note held by such Lender shall be evidenced by exchanged for a Revolving new Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns Assignee and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan made or continued by, or assigned to, such Lender, as the case may be, and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature mature, in the case of the Tranche A Loan, on the Swingline Expiry earlier of (A) the date of a Spin-Off of NEG, Inc. and (B) the Date Certain and, in the case of the Tranche B Loan, on the earlier of (A) the date of a Spin-Off of NEG, Inc. and (B) the Tranche B Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.5 in respect of a Base Rate Loan (if converted pursuant to Section 2.7(b)) or a Eurodollar Loan, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.1, and mandatory repayment as provided in Section 5.02 3.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Financing Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such LoansLoan. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made funded by each Lender shall be evidenced by one or more accounts or records maintained by such ▇▇▇▇▇▇ and by Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 13.14(d). The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower Parties and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any ▇▇▇▇▇▇ and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (a) Upon the request of any Lender made through Administrative Agent, each Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be in the amount of the applicable Lender’s Lender Commitment and its Uncommitted Amount; (b) be payable to such Lender at the principal office of the Administrative Agent pursuant Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit B attached hereto (with blanks appropriately completed in conformity herewith); and (e) be made by the Borrowers. The Loans to Section 13.15 and shall, if requested be made by such Lender, also Lenders to Qualified Borrowers hereunder shall be evidenced by a Revolving Note. promissory note of each such Qualified Borrower. Each Qualified Borrower Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated Administrative Agent for the Closing Dateaccount of the Lenders, at the principal office of Administrative Agent; (iiic) bear interest in accordance with Section 2.06; (d) be in a stated principal amount the form of Exhibit O attached hereto (expressed with blanks appropriately completed in U.S. Dollarsconformity herewith); and (e) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, (iv) mature on upon the Swingline Expiry Date, (v) bear interest as provided in request of the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything affected Lender, to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, reissue new Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.14 hereof, in renewal of and shall not in any way affect substitution for the security or guaranties therefor provided pursuant Note previously issued by the Borrowers to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant affected Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The obligation of the Borrowers to pay the principal of, and interest on, the Loans Loan made by each Lender shall be evidenced by a promissory note substantially in the Register maintained by form of Exhibit A, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note“Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be duly executed and delivered by the Borrowers, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Datedate of issuance, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans Loan of such Lender on the date of issuance thereof and be payable in Dollars in the principal amount of the Loan evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.06 in respect of the Base Rate Loans and Eurodollar Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment of Loans as provided in Section 5.01 3.01 and mandatory repayment of Loans as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Note, endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any each Borrower’s obligations in respect of such LoansLoan. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans Loan to any Borrower the Borrowers shall affect or in any manner impair the obligations obligation of the applicable each Borrower to pay the Loans Loan (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security therefor or guaranties therefor thereof provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans Loan shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery c) of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansthis Section 1.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender The Advance shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving . Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i1) mature on be issued by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i2) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii3) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature Advance made on the Swingline Expiry Closing Date, (v4) provide the amortization schedule for the relevant Advances, (5) bear interest as provided in the appropriate clause of Section 2.08this Agreement, and (vi6) be subject in English. The date and amount of each payment of principal and interest made on the Advances shall be recorded by the Lender on its books, which recordations shall, in the absence of manifest error, be conclusive as to voluntary prepayment as provided such matters; provided, that the failure of the Lender to make any such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note. Upon the request of the Lender, the borrower shall, no later than (5) Business Days following the date of any such request, issue one or more new Notes to reflect any change in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled the interest rate applicable to the benefits Advance or any assignment of the Lender's commitment. Each new Note shall be executed before a notary public in the Local Country. The issuance, execution and delivery of any Note pursuant to this Agreement shall not be, or be construed as, a novation with respect to this Agreement or any other agreement between the Lender and the B01rnwer and shall not limit, reduce or otherwise affect the obligations or rights of the Borrower under this Agreement, and the rights and claims of the Lender under any Note shall not replace or supersede the rights and claims of the Lender under this Agreement.  (b) Notwithstanding discharge in full of any Note, if the amount (including, without limitation, Default Interest and additional amounts with respect to Taxes due pursuant to Section 2.11 of this Agreement and the other Credit Documents. (dothers in connection therewith) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation paid or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything payable to the contrary contained above Lender under such Note (whether arising from the enforcement thereof in the Local Country or otherwise) is less than the aggregate of amounts and payments due and payable to the Lender in accordance with this Agreement with respect to the Advance, or portion thereof, evidenced by such Note, the Borrower agrees, to the fullest extent it may effectively do so, to pay to the Lender upon demand such difference in accordance with Section 2.05 or elsewhere 2.10 hereunder and as otherwise specified in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, ----- and interest on, all the Loans made to it by each Lender Bank shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.17 and, if requested by such Lendersubject to the provisions of Section 1.05(f), also shall be evidenced (i) if Term Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"), (ii) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Term Note issued to each Lender that has Bank with a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Bank on the Initial Borrowing Date (or, in the case of any Term Note issued after the Initial Borrowing Date, in a stated principal amount equal to the outstanding principal amount of the Term Loan of such Bank on the date of the issuance thereof) and be payable in the principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Final Term Loan Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment repayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Revolving Note issued to the Swingline Lender each RL Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender such RL Bank or its registered assigns and be dated the Closing Datedate of issuance thereof, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such RL Bank and be payable in the outstanding principal amount of the Swingline outstanding Revolving Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to BTCo or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (ef) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders Banks which at any time specifically request the delivery of such Notes. No failure of any Lender Bank to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (he). At any time when any Lender Bank requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Bank the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loans of such Lender as of the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Notes or Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoan(s).

Notes. (a) Each Borrower’s obligation to pay The determination of a Class Interest Rate by the principal of, and interest onAuction Agent, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent Indenture Trustee or any other Person pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations provisions of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements Section of this AgreementArticle II shall be conclusive and binding on the Noteholders of the Class of Series 1997-1 Notes to which such Class Interest Rate applies, and the Issuer and the Indenture Trustee may rely thereon for all purposes. In no event shall not in the cumulative amount of interest paid or payable on a Class of Series 1997-1 Notes (including interest calculated as provided herein, plus any way affect other amounts that constitute interest on the security Series 1997-1 Notes of such Class under applicable law, which are contracted for, charged, reserved, taken or guaranties therefor provided received pursuant to the various Credit DocumentsSeries 1997- 1 Notes of such Class or related documents) calculated from the date of issuance of the Series 1997-1 Notes of such Class through any subsequent day during the term of the Series 1997-1 Notes of such Class or otherwise prior to payment in full of the Series 1997-1 Notes of such Class exceed the amount permitted by applicable law. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, If the applicable Borrower shall promptly execute and deliver law is ever judicially interpreted so as to render usurious any amount called for under the Series 1997-1 Notes of such Class or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 1997-1 Notes of such Class, or if the acceleration of the maturity of the Series 1997-1 Notes of such Class results in payment to or receipt by the Noteholder or any former Noteholder of the Series 1997-1 Notes of such Class of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 1997-1 Notes of such Class or related documents to the relevant Lendercontrary, at all excess amounts theretofore paid or received with respect to the Series 1997-1 Notes of such Borrower’s expenseClass shall be credited on the principal balance of the Series 1997-1 Notes of such Class (or, if the requested Note Series 1997-1 Notes of such Class have been paid or would thereby be paid in full, refunded by the appropriate recipient thereof), and the provisions of the Series 1997-1 Notes of such Class and related documents shall automatically and immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount or amounts to evidence otherwise called for under the Series 1997- 1 Notes of such LoansClass and under the related documents.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans Loan made by each Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the Register maintained by form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) "Notes"). The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan made by such Lender on the Effective Date (or, if issued after the Effective Date, be in a stated principal amount equal to the outstanding principal amount of the Loan of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.01, and mandatory repayment as provided in Section 5.02 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such LoansLoan. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline order of such Lender or its registered assigns and be dated the Closing Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender on the Effective Date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Commitment of such Lender on the date of the issuance thereof) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced therebythereby which notation shall be prima facie evidence of the amount of the Loans. Failure However, failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor therefore provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. At the request of any Lender, Borrower shall execute and deliver (i) on the Closing Date (1) to such Lender (a) Each Borrower’s obligation a Term B Note substantially in the form of Exhibit IV annexed hereto to pay evidence any such Lender's Term B Loan, in the principal ofamount of that Lender's Term B Loan and with other appropriate insertions, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The a Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided substantially in the appropriate clause form of Section 2.08 in respect of the Base Rate Loans and Euro Rate Exhibit VI annexed hereto to evidence any such Revolving Lender's Revolving Loans, as in the case may beprincipal amount of that Lender's Revolving Loan Commitment and with other appropriate insertions and (c) a LC Facility Note substantially in the form of Exhibit VIII annexed hereto to evidence any such Lender's LC Facility Loans, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02the principal amount of that LC Facility Lender's LC Facility Loan Commitment, and (iv2) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Swing Line Lender a Swing Line Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable substantially in the outstanding form of Exhibit VII annexed hereto to evidence Swing Line Lender's Swing Line Loans, in the principal amount of the Swingline Loans evidenced thereby from time to time, Swing Line Loan Commitment and with other appropriate insertions and (ivii) mature on the Swingline Expiry Datedate of the making of each Supplemental Term Loan, (v) bear interest a Supplemental Term Note substantially in the form of Exhibit V annexed hereto to evidence any such Lender's Supplemental Term Loan, in the principal amount of that Lender's Supplemental Term Loan and with other appropriate insertions. Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent as provided in the appropriate clause of Section 2.08subsection 10.1B(ii). Any request, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer authority or consent of any person or entity who, at the time of its Notes will endorse on making such request or giving such authority or consent, is the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure holder of any Lender to request Note shall be conclusive and binding on any subsequent holder, assignee or obtain a transferee of that Note evidencing its Loans to or of any Borrower shall affect Note or Notes issued in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansexchange therefor.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 12.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.01, and mandatory repayment as provided in Section 5.02 3.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation The Borrower agrees that, upon the request to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Section 13.15 Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and shalldeliver to such Lender a promissory note substantially in the form of Exhibit A (as amended, if requested supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (or acquired by assignment pursuant to Subsection 11.6(b)) by such Lender, also Lender to the Borrower. Each Note shall be evidenced by a Revolving Notepayable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. (b) The Revolving Note issued Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on September 30, 2014 up to each Lender that has a Commitment or outstanding Loans shall and including the Initial Term Loan Maturity Date (i) mature on the Final Maturity Date, (ii) bear interest subject to reduction as provided in Subsection 4.4), on the appropriate clause of Section 2.08 dates and in respect of the Base Rate Loans and Euro Rate Loansprincipal amounts, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment adjustment as provided in Section 5.01set forth below, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and be payable in December 31 ending prior to the outstanding Initial Term Loan Maturity Date 0.25% of the aggregate initial principal amount of the Swingline Initial Term Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Closing Date Initial Term Loan made by it and each payment in respect thereof and prior to any transfer Maturity Date all unpaid aggregate principal amounts of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Initial Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender▇▇▇▇▇▇, also be evidenced (i) in the case of a Term Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) The Revolving Term Note issued to each requesting Term Lender that has a Commitment or with outstanding Initial Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Initial Term Loans of such Lender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Final Maturity DateDate for Initial Term Loans, (iiv) bear interest as provided in the appropriate clause of Section 2.08 2.07 in respect of the Base Rate Loans and Euro LIBO Rate Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Term Note issued to the Swingline each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Term Lender or its registered assigns and be dated the Closing Datedate of issuance thereof, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and Incremental Term Loan Commitment of such Lender on the Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be payable in a stated principal amount equal to the outstanding principal amount of the Swingline Incremental Term Loans of such Lender on the date of issuance thereof) and be payable in the principal amount of the Incremental Term Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry DateMaturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.082.07 or in the relevant Incremental Agreement in respect of Base Rate Loans or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each The Revolving Note issued to each requesting Revolving Lender will note on with a Revolving Commitment or outstanding Revolving Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Revolving Lender or its internal records registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount of each Loan made by it and each payment in respect thereof and prior equal to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding Revolving Loans of such Revolving Lender at such time and be payable in the principal amount of the Revolving Loans evidenced thereby. Failure to make any , (iv) mature on the Maturity Date for such notation or any error Revolving Loans, (v) bear interest as provided in such notation shall not affect any Borrower’s obligations the appropriate clause of Section 2.07 in respect of such the Base Rate Loans and LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h)f) below. At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans. (f) Each Term Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby, in all cases in accordance with, and to the extent required by, such ▇▇▇▇▇▇’s customary practice. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Tranche A Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note of the Borrowers, substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (a "Tranche A Note. "), payable to the order of such Bank and in a principal amount equal to the amount of the initial Tranche A Commitment of such Bank. Each Bank is hereby authorized to record the date, Type and amount of each Tranche A Loan made by such Bank, 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 Eurodollar Tranche A Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Tranche A 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 recordation (bor any error in such recordation) The Revolving shall not affect the obligations of the Borrowers hereunder or under such Tranche A Note. Each Tranche A Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with subsections 2.13 and 2.14. (b) The Tranche B Loans made by each Bank shall be evidenced by a promissory note of the Borrowers, substantially in a stated the form of Exhibit A-2, with appropriate insertions as to payee, date and principal amount (expressed a "Tranche B Note"), payable to the order of such Bank in U.S. Dollars) a principal amount equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time initial Tranche B Commitment of such Bank. Each Bank is hereby authorized to timerecord the date, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 Type and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Tranche B Loan made by it such Bank, 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 Eurodollar Tranche B Loans, the length of each Interest Period with respect thereof thereto, on the schedule annexed to and prior to constituting a part of its Tranche B Note, and any transfer such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure Bank to make any such notation recordation (or any error in such notation recordation) shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower Borrowers hereunder or under such Tranche B Note. Each Tranche B Note shall (i) be dated the Closing Date, (ii) be stated to pay mature on the Loans Termination Date and (and all related Obligationsiii) incurred by such Borrower which would otherwise be evidenced thereby provide for the payment of interest in accordance with the requirements of this Agreement, subsections 2.13 and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans2.14.

Notes. (a) Each The Borrower’s 's obligation to pay the principal ----- of, and interest on, all the Loans made to the Borrower by each Lender Bank shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.17 and, if requested by such Lendersubject to the provisions of Section 1.05(e), also shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender BTCo or its registered assigns and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the outstanding Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it to the Borrower and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Revolving Notes and the Swingline Note shall only be delivered to Lenders Banks which at any time specifically request the delivery of such Notes. No failure of any Lender Bank to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hd). At any time when any Lender Bank requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Bank the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Final Maturity Date, (iivi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.07, (iiivii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 5.01 and 5.02 and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each Borrower’s 's obligation to pay the principal ----- of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued by each Borrower to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by such Borrower, (ii) be payable to such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued by MMI to the Swingline Lender Bank shall (i) be executed by MMI, (ii) be payable to the Swingline Lender Bank or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s the Borrowers' obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s The Borrowers' obligation to pay the principal of, and interest on, the Term Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrowers substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a "Term Note" and, collectively, the "Term Notes"). (b) The Revolving Term Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrowers, (ii) be payable to the Swingline Lender order of such Bank or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Term Loan Commitment of such Bank as in effect on the Initial Borrowing Date (before giving effect to any reductions thereto as a result of the making of Term Loans by such Bank on such date) and be payable in the outstanding principal amount of the Swingline Term Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.01, and mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender Bank will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or endorsement or any error in any such notation or endorsement shall not affect any Borrower’s the Borrowers' obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Facility A Loans made (or continued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the Register maintained by form of Exhibit A-1 hereto, dated the Administrative Agent pursuant Effective Date, payable to Section 13.15 such Lender in a principal amount equal to the amount of its Facility A Commitment as originally in effect and shall, if requested by such Lender, also be evidenced by a Revolving Noteotherwise duly completed. (b) The Revolving Note issued to each Lender that has a Commitment Facility B Loan made (or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loanscontinued, as the case may be) by each Lender shall be evidenced by a single promissory note of the Company substantially in the form of Exhibit A-2 hereto, evidenced therebydated the Effective Date, (iii) be subject payable to voluntary prepayment as provided such Lender in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled a principal amount equal to the benefits amount of this Agreement its Facility B Commitment as originally in effect and the other Credit Documentsotherwise duly completed. (c) The Swingline Note issued to the Swingline Lender shall date, amount, Type, interest rate and duration of Interest Period (iif applicable) be payable to the Swingline Lender or its registered assigns of each Loan of each Class made by each Lender, and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount each payment made on account of the Swingline principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of the Note evidencing the Loans evidenced thereby from time to timeof such Class held by it, (iv) mature endorsed by such Lender on the Swingline Expiry Date, (v) bear interest as provided 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 the appropriate clause of Section 2.08, (vi) Loans to be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsevidenced by such Note. (d) Each No Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior shall be entitled to any transfer of any of have its Notes will endorse on the reverse side thereof the outstanding principal amount subdivided, by exchange for promissory notes of Loans evidenced thereby. Failure to make any such notation lesser denominations or otherwise, except in connection with a permitted assignment of all or any error in such notation shall not affect any Borrower’s obligations in respect portion of such LoansLender's relevant Commitments, Loans and Notes pursuant to Section 12.06(b) hereof. (e) Notwithstanding anything 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 Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Facility B Loans held by such Lender under this Agreement. 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 Facility B Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the contrary contained above in this Section 2.05 or elsewhere in this AgreementCompany. The Company agrees, Notes shall only be delivered to Lenders which at any time specifically the request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair that is the obligations holder of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Registered Loans, the applicable Borrower shall promptly to execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note Lender a promissory note in the appropriate amount or amounts registered form to evidence such LoansRegistered Loans (i.e. containing the optional registered note language as indicated in Exhibit A-2 hereto) and registered as provided in Section 12.06(g) hereof (herein, a "REGISTERED NOTE"), dated the Effective Date, payable to such Lender and otherwise duly completed. A Facility B Loan once recorded on the Register 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. Sections 2.11(a) and (b) of the Agreement are hereby amended as follows: (a) Each Borrower’s obligation Borrowers agree that, upon the request to pay Agent by any Lender if and to the principal ofextent that such Lender has a Commitment as of date of request, and interest on, the Loans made by each Lender shall be evidenced or in the Register maintained by the Administrative Agent connection with any assignment pursuant to Section 13.15 and shall11.5(c), if requested by to evidence such Lender's Loans, also be evidenced by Borrowers will execute and deliver to such Lender a Revolving Note, Term Note, Equipment Loans Note, 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 principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Note" and, collectively, the 'Notes"), payable to the order of such Lender and in a principal amount equal to such 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 the 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 Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate LoansBorrowers' obligation to repay the same shall be evidenced by the Revolving Notes, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) books and records of Agent and the Revolving Loan Lenders. The Swingline Note issued Term Loans and Borrowers' obligation to repay the Swingline Lender same shall (i) be payable to evidenced by the Swingline Lender or its registered assigns and be dated the Closing DateTerm Notes, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. 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 (di) Each Lender will note on its internal records the amount of each Loan made by it hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or COF Lending Rate Loans, and each payment in Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder and (iii) both the amount of any sum received by Agent hereunder from Borrowers and each Lender's share thereof; provided, however, any failure by Agent to maintain the Register or any such sub-account with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side Loan or continuation, conversion or payment thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not limit or otherwise affect any Borrower’s Borrowers' obligations in respect of such Loanshereunder or under the Notes. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender Bank shall be evidenced in by the Register maintained by the Administrative Agent pursuant to Section 13.15 12.04 and shall, if requested by such LenderBank, also be evidenced by a Revolving promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank requesting same shall (i) be payable to the order of such Bank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Final Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 1.09 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiiv) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will (if any), endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Revolving Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the applicable Borrower’s obligations in respect of such Revolving Loans. (e) Notwithstanding anything to , or affect the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery validity of such Notes. No failure transfer by any Bank of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender Bank shall be evidenced (1) in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallcase of Revolving Credit Loans, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note appropriately completed in substantially the form of Exhibit B-1, and (2) in the case of the Term Loan, by a Term Note appropriately completed in substantially the form of Exhibit B-2. (b) The Each Revolving Credit Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i1) mature on be executed by the Final Maturity Borrower, (2) be payable to the order of such Bank, (3) be dated as of the Closing Date, (ii4) be in a stated principal amount equal to such Bank’s Revolving Credit Commitment, (5) bear interest as provided in accordance with the appropriate clause provisions of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans2.07, as the case same may be, evidenced thereby, (iii) be subject applicable to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02the Revolving Credit Loans made by such Bank from time to time, and (iv6) be entitled to all of the benefits of this Agreement and the other Credit DocumentsLoan Documents and subject to the provisions hereof and thereof. (c) The Swingline Term Note issued to the Swingline Lender a Bank shall (i1) be executed by the Borrower, (2) be payable to the Swingline Lender or its registered assigns and order of such Bank, (3) be dated as of the Closing Date, (iii4) be in a stated principal amount (expressed in U.S. Dollars) equal to such Bank’s Term Loan Commitment, (5) bear interest in accordance with the relevant Maximum Swingline Amount and provisions of Section 2.07, as the same may be payable in applicable to the outstanding principal amount of the Swingline Term Loans evidenced thereby made by such Bank from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii6) be entitled to all of the benefits of this Agreement and the other Credit DocumentsLoan Documents and subject to the provisions hereof and thereof. (d) Each Lender Bank will note record on its internal records the amount of each Loan made by it and each renewal, conversion, and payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount of the Loans evidenced thereby. Failure thereby as of the date of transfer or provide such information on a schedule to the Assignment and Assumption relating to such transfer, provided, however, that the failure of any Bank to make any such notation recordation or provide any such information, or any error in such notation therein, shall not affect any the Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to under this Agreement or the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender The Banks’ records as set forth above shall be presumed to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loanscorrect absent manifest error.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Loans made by each Lender shall be evidenced in may, at the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by election of such Lender, also be evidenced by a Revolving NoteNote appropriately completed in substantially the form of Exhibit A-1. The Swingline Loans made by the Swingline Lender may, at the election of the Swingline Lender, be evidenced by a Swingline Note appropriately completed in substantially the form of Exhibit A-2. (b) The Revolving Each Note issued to each a Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject to voluntary prepayment dated as provided of the Closing Date (or, in Section 5.01the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and mandatory repayment as provided in Section 5.02Acceptance), and (iv) be in a stated principal amount equal to such Lender’s Revolving Commitment (or, in the case of the Swingline Note, the amount of the Swingline Commitment), (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit DocumentsDocuments and subject to the provisions hereof and thereof. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note record on its internal records the amount and Type of each Loan and L/C Advance made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Revolving Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans evidenced thereby. Failure to make any thereby as of the date of transfer or provide such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything information on a schedule to the contrary contained above in this Section 2.05 or elsewhere in this AgreementAssignment and Acceptance relating to such transfer; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Loans to provide any Borrower shall affect such information, or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementerror therein, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, obligations under this Agreement or the requested Note in the appropriate amount or amounts to evidence such LoansNotes.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made funded by each Lender shall be evidenced by one or more accounts or records maintained by such ▇▇▇▇▇▇ and by Administrative Agent in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 13.14(d). The accounts or records maintained by the Administrative Agent pursuant and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to Section 13.15 the Borrower Parties and shallthe interest and payments thereon. Any failure to so record or any error in doing so shall not, if requested however, limit or otherwise affect the obligation of the Borrower Parties hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any ▇▇▇▇▇▇ and the accounts and records of Administrative Agent in respect of such Lendermatters, also be evidenced by a Revolving Notethe accounts and records of Administrative Agent shall control in the absence of manifest error. (b) The Revolving Upon the request of any Lender made through Administrative Agent, each Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note issued and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Each Note shall: (a) be in the amount of the applicable Lender’s Lender Commitment; (b) be payable to each such Lender that has a Commitment or outstanding Loans shall at the principal office of the Administrative Agent; (i) mature on the Final Maturity Date, (iic) bear interest as provided in accordance with Section 2.06 hereof; (d) be in the appropriate clause form of Section 2.08 Exhibit B attached hereto (with blanks appropriately completed in respect conformity herewith); and (e) be made by the Borrowers. The Loans to be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Note shall (a) be in the amount of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) to be subject advanced to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents.such Qualified Borrower; USActive 61477672.3USActive 61994469.1-54- (c) The Swingline Note issued to the Swingline Lender shall (ib) be payable to the Swingline Lender or its registered assigns and be dated Administrative Agent for the Closing Dateaccount of the Lenders, at the principal office of Administrative Agent; (iiic) bear interest in accordance with Section 2.06; (d) be in a stated principal amount the form of Exhibit O attached hereto (expressed with blanks appropriately completed in U.S. Dollarsconformity herewith); and (e) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby duly executed by such Qualified Borrower. Each Borrower agrees, from time to time, (iv) mature on upon the Swingline Expiry Date, (v) bear interest as provided in request of the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything affected Lender, to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, reissue new Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Lender and any Assignee of this Agreementsuch Lender in accordance with Section 13.14 hereof, in renewal of and shall not in any way affect substitution for the security or guaranties therefor provided pursuant Note previously issued by the Borrowers to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant affected Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by each Lender shall be evidenced by a promissory note executed and delivered by the applicable Borrower at the request of such Lender, substantially in the Register maintained form of Exhibit B-1, with appropriate insertions as to payee and date (a "Revolving Credit Note"), payable to the order of such Lender in a principal amount equal to the aggregate unpaid principal amount of all Revolving Credit Loans made by such Lender. The Competitive Loans made by each Lender shall be evidenced by a promissory note executed and delivered by Kimco at the Administrative Agent pursuant request of such Lender, substantially in the form of Exhibit B-2, with appropriate insertions as to Section 13.15 payee and shalldate (a "Competitive Loan Note"), if requested payable to the order of such Lender. Each Lender is hereby authorized to record, as applicable, the date, Type and amount of each Revolving Credit Loan or Competitive Loan made by such Lender, also be evidenced by each continuation thereof, each conversion of all or a Revolving Note. (b) The Revolving Note issued portion thereof to another Type, the date and amount of each Lender that has a Commitment payment or outstanding Loans shall (i) mature on the Final Maturity Dateprepayment of principal thereof and, (ii) bear interest as provided in the appropriate clause case of Section 2.08 in respect of the Base Fixed Rate Loans and Euro Rate Eurocurrency Loans, the length of each Interest Period with respect thereto and, in the case of Money Market Loans, the Money Market Loan Maturity Date with respect thereto, on the schedule (including any continuation thereof) annexed to and constituting a part of its Revolving Credit Note or Competitive Loan Note, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender any such recordation shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount constitute prima facie evidence of the Swingline Loans evidenced thereby from time to time, (iv) mature on accuracy of the Swingline Expiry Date, (v) bear interest as information so recorded; provided in that the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each failure by any Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation recordation or any error in such notation recordation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of any Borrower under this Agreement or the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansNotes.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The A Loans made by each Lender to the Lessor shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving note of the Lessor (an “A Note. (b) The Revolving Note issued to ”), substantially in the form of Exhibit A-1 with appropriate insertions, and the B Loans made by each Lender that has to the Lessor shall be evidenced by a Commitment or outstanding Loans shall note of the Lessor (ia “B Note”) mature on the Final Maturity Date, (ii) bear interest as provided substantially in the form of Exhibit A-2 with appropriate clause of Section 2.08 in respect insertions, each duly executed by the Lessor and payable to the order of the Base Rate Agent, on behalf of the Lenders, and in a principal amount equal to the A Percentage of the aggregate Commitments and the B Percentage of the aggregate Commitments, respectively (or, if less, the aggregate unpaid principal amount of all A Loans and Euro Rate or B Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled made by the Lenders to the benefits of this Agreement and the other Credit Documents. (c) Lessor). The Swingline Note issued to the Swingline Lender Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Initial Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal Date and delivered to the relevant Maximum Swingline Amount and be payable Agent in the outstanding principal amount accordance with Section 3.2 of the Swingline Loans evidenced thereby from time Master Agreement. The Agent is hereby authorized to time, (iv) mature on record the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 date and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it each Lender to the Lessor on the Notes or in its records, and each payment in respect thereof Lender is hereby authorized to record the date and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure each Loan made by such Lender to make any such notation the Lessor in its records, but the failure by the Agent or any error in Lender to so record such notation Loan shall not affect or impair any Borrower’s obligations in with respect thereto. Each Note shall (i) be stated to mature no later than the final Lease Termination Date and (ii) bear interest from the date a Loan is made on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.4. Upon the occurrence of such Loans. an Event of Default under clause (ef) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations Article XII of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementLease, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise upon Acceleration as described in preceding clause (h). At any time when any Lender requests the delivery of a Section 4.3(b) hereof, each Note to evidence any of its Loans, the applicable Borrower shall promptly execute automatically become due and deliver to the relevant Lender, at such Borrower’s expense, the requested Note payable in the appropriate amount or amounts to evidence such Loansfull.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans Continued Tranche B Loan and the New Tranche Loan made by each a Lender shall be evidenced by promissory notes duly executed and delivered by the Borrower substantially in the Register maintained by the Administrative Agent pursuant to Section 13.15 form of Exhibits B-1 and shallB-2, if requested by such Lenderrespectively, also be evidenced by with blanks appropriately completed in conformity herewith (each, a Revolving "Note"). (b) The Revolving Note Notes issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns Assignee and be dated the Closing Datedate of issuance thereof, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan made or continued by, or assigned to, such Lender, as the case may be, and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Tranche B Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.5 in respect of a Base Rate Loan (if converted pursuant to Section 2.7(b)) or a Eurodollar Loan, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.1, and mandatory repayment as provided in Section 5.02 3.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Financing Documents. (dc) Each Lender will note on its internal records the amount of each the Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such LoansLoan. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.15 and shall, if requested by such LenderLender as provided below, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline order of such Lender or its registered assigns and be dated the Original Closing Date or, in the case of Notes issued after the Original Closing Date, be dated the date of the issuance thereof, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry DateMaturity Date for the Class of Commitments or Loans evidenced thereby, (v) bear interest as provided in the appropriate clause of Section 2.082.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and and, prior to any transfer of any of its Notes Notes, will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall (at its expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each BorrowerUpon the request of any Lender, the Revolving Loans made by such Lender shall be evidenced by a Revolving Credit Note, duly executed on behalf of the Borrowers, dated the Third Restatement Date payable to such Lender in an aggregate principal amount equal to such Lender’s obligation to pay Commitment. (b) Upon the principal of, and interest onrequest of the Swingline Lender, the Loans made by each the Swingline Lender with respect to Swingline Loans shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Swingline Note, duly executed on behalf of the Borrowers, dated the Third Restatement Date, payable to the Swingline Lender, in an aggregate principal amount equal to the Swingline Loan Ceiling. (bc) The Revolving Note issued Each Lender is hereby authorized by the Borrowers to endorse on 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 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 Revolving Credit Loan and the other information provided for on such schedule; provided, however, that has the failure of any Lender to make such a Commitment notation or outstanding any error therein shall not affect the obligation of any Borrower to repay the Loans shall (i) mature on made by such Lender in accordance with the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits terms of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsapplicable Notes. (d) Each Upon receipt of an affidavit and indemnity of a Lender will note on its internal records as to the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation loss, theft, destruction or any error in such notation shall not affect any Borrower’s obligations in respect mutilation of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery Lender’s Note and upon cancellation of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its LoansNote, the applicable Borrower shall promptly execute and deliver to the relevant LenderBorrowers will issue, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.lieu

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Revolving Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender such Bank or its registered assigns and be dated the Closing Effective Date (or, if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such Bank (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the outstanding principal amount of the Swingline Revolving Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender Bank will note on its internal records the amount of each Revolving Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Revolving Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender as a result of the Advances of such Lender, including the amounts of principal, interest and other amounts payable and paid to such Lender from time to time under this Agreement and the Notes. The entries made by each Lender pursuant to the foregoing sentence shall constitute prima facie evidence of the existence and amounts of the Advances and other Obligations therein recorded; provided, however, that the failure of any Lender to maintain such account or accounts, or any error therein, shall not in any manner affect the obligations of the Borrower to repay or pay the Advances made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of this Agreement and the other Loan Documents. (b) The Borrower’s 's obligation to pay the principal of, and interest on, the Loans Advances made by each Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith, substantially in the Register maintained by form of Exhibit A hereto (each, a "Note," and, collectively, the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) "Notes"). The Revolving Note issued to each Lender that has a Commitment or outstanding Loans on the Borrowing Date shall (i1) mature on be executed by the Final Maturity DateBorrower and "avalado" by each of the Guarantors, (ii2) bear interest qualify as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebya pagare under Mexican law, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i3) be payable to the Swingline order of such Lender or its registered assigns and be ▇▇▇ ▇▇ dated as of the Closing Borrowing Date, (iii4) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount Advance of the Swingline Loans evidenced thereby from time to timesuch Lender made on such date, (iv5) mature on the Swingline Expiry Dateprovide for repayment of principal as provided in Section 2.04(c), and (v6) bear interest as provided in Section 2.05. Each Lender agrees that, unless the appropriate clause of principal of, or interest on, the Advances shall have become due and payable (whether by acceleration or otherwise) pursuant to this Agreement, it shall not (i) make demand for payment with respect to its Note prior to its stated maturity or (ii) assign, convey, negotiate or trade such Note except as permitted pursuant to Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents9.07. (dc) Each Lender will note on its internal records the amount of each Loan made Upon receipt by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note issued in replacement of, or in exchange for, any other Note (the "Original Note") pursuant to evidence any of its LoansSection 9.07(d), such Lender shall return the applicable Borrower shall promptly execute and deliver Original Note to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansBorrower marked "canceled."

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a "Note" and collectively, the "Notes"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Initial Borrowing Date (or if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Bank and be payable in a principal amount equal to the outstanding principal amount of the Swingline Loans evidenced thereby made by such Bank and which are outstanding from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 3.01 and mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. Upon receipt of an affidavit of an officer of the Bank (together with a customary indemnity from such Bank in form and substance satisfactory to the Borrower) that a Note has been lost, stolen, destroyed or mutilated, the Borrower will issue a replacement Note in the same principal amount thereof and otherwise of like tender. (dc) Each Lender Bank will note record on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, the Loans Loan made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Original Lender, also be has been evidenced by a Revolving promissory note substantially in the form of Exhibit C (each, an "Original Note" and, collectively, the "Original Notes"). (b) The Revolving On the Closing Date, (x) the Original Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Original Lender shall (i) be endorsed and delivered to the Company in exchange for (a) a Convertible Note in the amount and series indicated on Schedule I, and (ii) Preferred Stock in the amount indicated on Schedule I. Each Convertible Note issued to each Original Lender and each Investor shall (i) be executed by the Borrower, (ii) be payable to the Swingline order of such Original Lender or its registered assigns and be dated the Closing Date, (iii) be in a the stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Loan outstanding to such Original Lender on the Closing Date and be payable in the outstanding principal amount of the Swingline Loans Loan evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.05, (vi) be subject to voluntary prepayment as provided in Section 5.01 repayment and mandatory repayment as provided in Section 5.02 2.02, (vii) be convertible into shares of the Borrower's Common Stock on terms set forth in the forms of Series A Convertible Note and Series B Convertible Note, as the case may be, annexed hereto as Exhibits D and E and (viiviii) be entitled to the benefits of this Agreement and the other Credit DocumentsSubordinated Guaranty. (dc) Each Original Lender and Investor will note on its internal records the amount of each Loan made or acquired by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Note, endorse on the reverse side thereof the outstanding principal amount of Loans the Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such the Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation To evidence loans made and outstanding hereunder prior to pay December 30, 2001, the principal ofTrust shall execute and deliver to the Bank a Promissory Note in form similar to Exhibit "A" attached hereto and made a part hereof for all purposes, with blanks appropriately completed, and being payable and bearing interest onat a rate equal to 1% per annum less than ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ &Co., the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note.Inc.'s prime (b) The Revolving At maturity of any Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on then evidencing the Final Maturity Datedebt created hereunder, (ii) bear interest if the commitment of the Bank is extended as provided in paragraph 1.1(c), the Trust shall execute and deliver to the Bank a subsequent Note in terms identical to Exhibit "A" attached hereto and made a part hereof for all purposes, except that each such Note shall bear the date of issue and recite appropriate clause dates and renewal data, if any. Each such renewal Note shall evidence loans made and outstanding hereunder prior to the maturity date of Section 2.08 in respect such renewal Note, which date shall be determined by mutual agreement of the Base Rate Loans Trust and Euro Rate Loansthe Bank. There shall be endorsed upon each such subsequent Note, as to evidence the case may befirst Advance thereunder, evidenced therebythe principal balance outstanding hereunder at the time of issue. Upon acceptance of same by the Bank, (iii) each such renewal Note shall be subject to voluntary prepayment as provided in Section 5.01, all terms hereof and mandatory repayment as provided in Section 5.02, and (iv) shall be entitled to deemed the benefits of this Agreement and the other Credit Documents"Note" hereunder. (c) The Swingline Note issued If the term of this Agreement is not extended by the parties at maturity of the notes described in paragraphs in 1.4(a) or (b), then evidencing the debt created hereunder, the Trust shall execute and deliver to Bank a promissory note in form similar to Exhibit "B" attached hereto and made a part hereof for all purposes, to evidence loans made and outstanding hereunder, which said note shall recite the Swingline Lender appropriate dates and shall be amortized over a period of time and in such a way that the principal and interest shall be paid in equal quarterly installments in amounts as are required to retire the indebtedness over a term, not to exceed five (i5) years, which shall be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount weighted average remaining term of all real estate lien notes of the Swingline Loans evidenced thereby from Trust which are pledged as collateral on this loan and held by Bank at the time to time, (iv) mature of the execution of such Exhibit "B" type note. Interest on the Swingline Expiry Date, (v) such note shall bear interest as provided in at a rate equal to 1% per annum less than ▇.▇. ▇▇▇▇▇▇ Chase &Co.'s prime lending rate adjusted daily. There shall be endorsed upon such note, to evidence the appropriate clause first advance thereunder, the principal balance outstanding hereunder at the time of Section 2.08issue and upon acceptance of same by Bank, (vi) shall be subject to voluntary prepayment as provided in Section 5.01 all terms hereof and mandatory repayment as provided in Section 5.02 and (vii) shall be entitled to deemed the benefits of this Agreement and the other Credit Documentsnote hereunder. (d) Each Lender will note Advance made and payment received hereunder by Bank shall be deemed made or received upon the Note held by Bank and shall be evidenced by an appropriate entry thereon or on its internal an attachment thereto, or upon Bank's records as in other like cases, at Bank's option. Unless the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans.context indicates otherwise, a reference herein to (e) Notwithstanding anything The advancing Notes as provided for under paragraph 1.4(a) and (b) shall each provide that advancements of principal may be made thereunder at various times prior to maturity at the contrary contained above in this Section 2.05 or elsewhere in this Agreementrequest of the Trust, Notes subject however the outstanding balance of same shall only be delivered to Lenders which not exceed at any time specifically request the delivery face amount of such Notes. No failure of notes; that interest shall accrue thereunder only from the date principal amounts are advanced; and that prepayments may be made at any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementtime, without penalty, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event sum prepaid may be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansre-borrowed.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Borrowing Date (or, if issued after the Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan made by such Lender on the Borrowing Date (or, if issued after the Borrowing Date, be in a stated principal amount equal to the outstanding Term Loan of such Lender at such time) and be payable in the outstanding principal amount of the Term Loan evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Term Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Term Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by each Lender Bank shall be evidenced in by the Register maintained by the Administrative Agent pursuant to Section 13.15 12.04 and shall, if requested by such LenderBank, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank requesting same shall (i) be payable to the order of such Bank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Final Maturity Date, (iiiv) bear interest as provided in the appropriate clause of Section 2.08 1.09 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiiv) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 4.02 and (ivvi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will (if any), endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Revolving Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Revolving Loans. (e) Notwithstanding anything to , or affect the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery validity of such Notes. No failure transfer by any Bank of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansNote.

Notes. (a) Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender as a result of the Advances of such Lender, including the amounts of principal, interest and other amounts payable and paid to such Lender from time to time under this Agreement and the Notes. The entries made by each Lender pursuant to the foregoing sentence shall constitute prima facie evidence of the existence and amounts of the Advances and other Obligations therein recorded; provided, however, that the failure of any Lender to maintain such account or accounts, or any error therein, shall not in any manner affect the obligations of the Borrower to repay or pay the Advances made by such Lender, accrued interest thereon and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of this Agreement and the other Loan Documents. (b) The Borrower’s obligation to pay the principal of, and interest on, the Loans Advances made by each Lender shall be evidenced by a promissory note duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith, substantially in the Register maintained by form of Exhibit B hereto (each, a “Note,” and, collectively, the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) “Notes”). The Revolving Note issued to each Lender that has a Commitment or outstanding Loans on the Borrowing Date shall (i1) mature on be executed by the Final Maturity DateBorrower and “avalado” by each of the Guarantors, (ii2) bear interest qualify as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebya ▇▇▇▇▇▇ under Mexican law, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i3) be payable to the Swingline order of such Lender or its registered assigns and be dated as of the Closing Borrowing Date, (iii4) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount Advance of the Swingline Loans evidenced thereby from time to timesuch Lender made on such date, (iv5) mature on the Swingline Expiry Date, provide for repayment of principal as provided in Section 2.04(b) and (v6) bear interest as provided in Section 2.05. Each Lender agrees that, unless the appropriate clause of principal of, or interest on, the Advances shall have become due and payable (whether by acceleration or otherwise) pursuant to this Agreement, it shall not (i) make demand for payment with respect to its Note prior to its stated maturity or (ii) assign, convey, negotiate or trade such Note except as permitted pursuant to Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents9.07. (dc) Each Lender will note on its internal records the amount of each Loan made Upon receipt by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note issued in replacement of, or in exchange for, any other Note (the “Original Note”) pursuant to evidence any of its LoansSection 9.07(d), such Lender shall return the applicable Borrower shall promptly execute and deliver Original Note to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansBorrower marked “canceled.”

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Term Loans made by each Lender and the Letter of Credit Obligations owed to each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note of the Borrowers substantially in the form of Exhibit A, with appropriate insertions therein as to date and principal amount (each as indorsed or modified from time to time, a "Note. (b) The Revolving Note issued " and, collectively with the Term Notes of all other Lenders, the "Notes"), payable to the order of such Lender for the account of its Applicable Lending Office and 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 that has a Commitment or outstanding Loans Lender, with interest thereon as prescribed in Section 2.06. Each Note shall (i) mature on be dated the Final Maturity Effective Date, (ii) bear interest as provided in be stated to mature on the appropriate clause of Section 2.08 in respect of the Base Rate Loans Termination Date and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment bear interest from the date thereof on the unpaid principal balance thereof at the applicable interest rate or rates per annum determined as provided in Section 5.012.06. The (i) date and amount of the Term Loan made by a Lender consisting of an Alternate Base Rate Loan, a Eurodollar Rate Loan or a combination thereof, (ii) the interest rate and mandatory repayment as provided in Section 5.02Interest Period (if any) applicable to Eurodollar Rate Loan , and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount each payment and be payable in the outstanding principal amount prepayment of the Swingline Loans evidenced thereby from time to timeprincipal thereof, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) shall be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each recorded by such Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and books and, prior to any transfer of any of its Notes will endorse Note, indorsed by such Lender on the reverse side thereof schedule attached thereto or any continuation thereof, provided that the outstanding principal amount failure of Loans evidenced thereby. Failure such Lender to make any such notation recordation or any error in such notation indorsement shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower Borrowers to pay make payment when due of any amount owing under the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Interest on each Note evidencing its outstanding Loans shall be payable as specified in no event be required to make the notations otherwise described in preceding clause (hSection 2.06(b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s 's obligation to pay the ----- principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if B Term Loans, by a promissory note, substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each a "B Term Note" and, collectively, the Administrative Agent pursuant to Section 13.15 and shall"B Term Notes"), (ii) if requested by such LenderRevolving Loans, also be evidenced by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving B Term Note issued to each Lender that has Bank with a B Term Loan Commitment or outstanding Loans shall (i) be executed by each Borrower, (ii) be payable to the order of such Bank and be dated the latest B Term Assumption Date with respect to such Bank, (iii) be in a stated principal amount equal to the sum of the B Term Loan Commitment and B Term Loans made by such Bank on the latest B Term Assumption Date with respect to such Bank (after giving effect to the making of any B Term Loans and any reductions of B Term Loan Commitments on such date) and be payable in the principal amount of the B Term Loans evidenced thereby, (iv) mature on the Final B Term Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note Revolving Notes issued to the Swingline Lender each Bank with a Revolving Loan Commitment shall (i) be executed by each Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of such Bank and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Revolving Loan Commitment of such Bank and be payable in the outstanding principal amount of the Swingline Revolving Loans incurred by such Borrower and evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Revolving Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 4.01 and mandatory repayment and reduction as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s the Borrowers' obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) Revolver A Note appropriately completed in substantially the form of EXHIBIT A-1, a Revolver B Note appropriately completed in substantially the form of EXHIBIT A-2 and a Bid Loan Note appropriately completed in substantially the form of EXHIBIT A-3. The Revolving Note Notes issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject dated as of the Closing Date (or, in the case of Notes issued pursuant to voluntary prepayment an Assignment and Acceptance, as provided of the effective date thereof), (iv) bear interest in Section 5.01accordance with the provisions of SECTION 2.8, and mandatory repayment as provided in Section 5.02the same may be applicable to the Loans made by such Lender from time to time, and (ivv) be entitled to all of the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued Loan Documents and subject to the Swingline Lender provisions hereof and thereof. Committed Loan Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed equal to such Lender's Revolver A Commitment and Revolver B Commitment, respectively, and Bid Loan Notes shall be in U.S. Dollars) a stated principal amount equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsaggregate Revolver A Commitments. (db) Each Lender will note record on its internal records the amount of each Loan made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Notes, either endorse on the reverse side thereof the outstanding principal amount of the Loans evidenced thereby. Failure thereby as of the date of transfer or provide such information on Annex I to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender to make any such notation recordation or provide any such information, or any error in such notation recordation or information, shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. The Co-Issuers, acting in their sole discretion, shall have the option to prepay all or part of the Aggregate Outstanding Principal Amount of one or more Classes of the Series 2007-1 Notes (aan “Optional Prepayment”) Each Borrower’s obligation on any Payment Date at the accrued and unpaid interest on and portion of the Aggregate Outstanding Principal Amount of the Class or Classes of Series 2007-1 Notes to be repaid; provided, that any partial prepayment of the Series 2007-1 Notes that would cause Assured Guaranty to cease to be the Aggregate Controlling Party shall require the prior written consent of Assured Guaranty. In order to effect an Optional Prepayment in whole or in part of one or more Classes of the Series 2007-1 Notes: (i) the Co-Issuers must give notice of their election to prepay to the Indenture Trustee, the affected Noteholders, the Rating Agencies, the Series 2007-1 Class A Insurer and the Servicer, in accordance with the prepayment notice provisions set forth in Section 4.7(f) hereof; (ii) the amount on deposit in the related Principal Payment Account that is allocable to the Series 2007-1 Notes to be prepaid must be sufficient to pay the principal ofamount of the Series 2007-1 Notes to be prepaid and the Series 2007-1 Make-Whole Amount, if applicable; (iii) the amounts on deposit in the related Interest Payment Accounts that is allocable to the Series 2007-1 Notes to be prepaid must be sufficient to pay the accrued and unpaid interest on the Series 2007-1 Notes to be prepaid (other than the Series 2007-1 Contingent Additional Interest, if any, and interest onthe Series 2007-1 Post-ARD Contingent Additional Interest, if any); (iv) the Accrued Insurer Premium Amount, the Loans made by each Lender shall Insurer Expense Amount, the Insurer Reimbursement Amount and the Insurer Make-Whole Premium, if any, must be evidenced paid in the Register maintained by the Administrative Agent full pursuant to Section 13.15 the Priority of Payments, in each case on the related Optional Prepayment Date; and shall(v) if the Co-Issuers elect to optionally prepay all or part of the Aggregate Outstanding Principal Amount of the Series 2007-1 Class M-1 Notes (or the Subordinated Notes of any other Series of Notes Outstanding) without the payment in full of the Series 2007-1 Senior Notes and all other Senior Notes Outstanding, if requested by such Lenderthe following conditions are satisfied, also be evidenced by a Revolving Note. (b) The Revolving Note issued as certified to the Indenture Trustee in an Officer’s Certificate of each Lender that has a Commitment or outstanding Loans shall of the Co-Issuers: (i) mature on the Final Maturity Optional Prepayment Date occurs not later than the first Payment Date following the fourth anniversary of the Series 2007-1 Closing Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans no Rapid Amortization Event or Potential Rapid Amortization Event has occurred and Euro Rate Loans, as the case may be, evidenced thereby, is continuing and (iii) be subject the Three-Month DSCR (without giving effect to voluntary prepayment as provided any equity contributions otherwise included in Section 5.01, and mandatory repayment as provided in Section 5.02, and (ivthe calculation of Net Cash Flow) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) is at least equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount Three-Month DSCR as of the Swingline Loans evidenced thereby from time Series 2007-1 Closing Date (after giving effect to time, (iv) mature the issuance of the Series 2007-1 Notes on the Swingline Expiry Series 2007-1 Closing Date). For so long as any Class of Series 2007-1 Notes is listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, (v) bear interest as provided in the appropriate clause Indenture Trustee shall deliver written notice of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled an Optional Prepayment of such Class of Series 2007-1 Notes to the benefits of this Agreement and Irish Paying Agent (for notification to the other Credit Documents. Irish Stock Exchange) at least ten (d10) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and days prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such LoansOptional Prepayment Date. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolver Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on promissory note of the Final Maturity DateBorrowers, (ii) bear interest as provided substantially in the form of Exhibit A-1, with appropriate clause of Section 2.08 in respect of the Base Rate Loans insertions as to payee, date and Euro Rate Loansprincipal amount (a “Revolver Note”), as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender order of such Bank and in a principal amount equal to the amount of the initial Commitment of such Bank; provided, however, that the principal amount of each Revolver Loan made in an Optional Currency shall be paid by the Borrowers in such Optional Currency. Each Bank is hereby authorized to record the date, currency, Type and amount of each Revolver Loan made by such Bank, 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 registered assigns 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 recordation (or any error in such recordation) shall not affect the obligations of the Borrowers hereunder or under such Revolver Note. Each Revolver Note shall (a) be dated the Closing Date, (iiib) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with Sections 2.9 and 2.10. (b) The Swing Line Loans shall be evidenced by the Swing Line Note, payable to the order of the Swing Line Bank and in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time Swing Line Commitment. The Swing Line Bank is hereby authorized to timerecord the date, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 Type and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Swing Line Loan made by it such Bank and the date and amount of each payment in respect or prepayment of principal thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof schedule annexed to and constituting a part of the outstanding principal amount Swing Line Note, and any such recordation shall constitute prima facie evidence of Loans evidenced thereby. Failure the accuracy of the information so recorded, provided, that the failure of the Swing Line Bank to make any such notation recordation (or any error in such notation recordation) shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower Borrowers hereunder or under the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to pay mature on the Loans Termination Date and (and all related Obligationsc) incurred by such Borrower which would otherwise be evidenced thereby provide for the payment of interest in accordance with the requirements of this Agreement, Sections 2.9 and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans2.10.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.15 and shall, if requested by such LenderLender as provided below, also be evidenced by promissory notes duly executed and delivered by the Borrower substantially in the form of, in the case of the New Money Loans, Exhibit B-1 (“New Money Loan Note”) or in the case of the Refinancing Loans, Exhibit B-2 (“Refinancing Loan Note”), as applicable, with blanks appropriately completed in conformity herewith (each a Revolving “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Closing Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount applicable outstanding Loans of such Lender at such time and be payable in the outstanding principal amount of the Swingline applicable Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.082.07, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section Sections 5.01 and 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note Note(s) evidencing its outstanding Loans Loan(s) shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall (at its expense) promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans of each Tranche made to the Borrower by each Working Capital Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall12.13 and, if requested by such Lendersubject to the provisions of clause (d) of this Section 2.05, also shall be evidenced by a Revolving promissory note substantially in the form of Exhibit I with blanks appropriately completed in conformity herewith (each, a "Note" and, collectively, the "Notes"). (b) The Revolving Note issued to each Working Capital Lender that has a Commitment or outstanding Loans in respect of each Tranche shall (i) be executed by the Borrower and each Guarantor, (ii) be payable to such Working Capital Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Trade Commitment or Compensating L/C Commitment, as the case may be, of such Working Capital Lender and be payable in the principal amount of the outstanding Loans of such Tranche evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 Sections 2.14 and mandatory repayment as provided in Section 5.02 2.16 and (vii) be entitled to the benefits of this Agreement and the other Credit Financing Documents. (dc) Each Working Capital Lender will note on its internal records the amount of each Loan made by it to the Borrower and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof schedule annexed thereto the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Working Capital Lenders which at any time specifically request the delivery of such Notes. No failure of any Working Capital Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligationsobligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to by the various Credit Financing Documents. Any Working Capital Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h)c) of this Section 2.05. At any time when any Working Capital Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Working Capital Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, ----- and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender order of BTCo or its registered assigns and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans made The Borrowings funded by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Syndicated Loans to Section 13.15 be made by such Lender Group to the Borrower shall be evidenced by promissory notes. Swingline Loans and Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such LenderFunding Agent, also be evidenced by a Revolving Note. to such Funding Agent and its registered assigns); (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in accordance with the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. provisions hereof; (c) The Swingline Note issued to be in the Swingline Lender shall form of Exhibit B, attached hereto (iwith blanks appropriately completed in conformity herewith); and (d) be payable to made by the Swingline Lender or its registered assigns and be dated the Closing DateBorrower. The Borrower agrees, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on upon the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause request of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything applicable Funding Agent, to the contrary contained above in this Section 2.05 or elsewhere in this Agreementreissue new Notes, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the 66 4910-6553-8863 v.5 form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guaranties therefor provided pursuant be returned to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansmarked “cancelled”.

Notes. (a) Each Borrower’s The Borrowers' obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) if Construction Loans and/or Term Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "First Mortgage Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "First Mortgage Notes") and shall, if requested by such Lender, also be evidenced by a Revolving Note.(ii) (ba) The Revolving First Mortgage Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline an MN Lender shall (i) be executed by the Borrowers, (ii) be payable to the Swingline order of such MN Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount MN Commitment of such Lender (or in the case of a new First Mortgage Note issued after the Conversion Date, the Term Loans evidenced thereby at the time of issuance) and be payable in the outstanding principal amount of the Swingline Construction Loans or Term Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (db) The Revolving Note issued to the RC Lender shall (i) be executed by the Borrowers, (ii) be payable to the order of the RC Lender and be dated the Conversion Date, (iii) be in a stated principal amount equal to the RC Commitment and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s the Borrowers' obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (made and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansrepaid.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made to the Borrower by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall14.10(d) and, if requested by such Lendersubject to the provisions of Section 2.04(c), also shall be evidenced by a Revolving promissory note substantially in the form of Exhibit C with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to time, a “Note”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing Date (or, in the case of any Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount principal amount of the Loan of such Lender on the date of the issuance thereof and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08, for herein and (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Loan Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (ec) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties Guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, that Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.07(c) and, if requested by such Lendersubject to the provisions of Section 2.05(g), also shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), (ii) if Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) [Reserved.] (c) The Revolving Note issued to each RL Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final Revolving Loan Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the respective Incremental Term Loans made by such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement for such Tranche of Incremental Term Loans (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender at such time for such Tranche of Incremental Term Loans), (iv) mature on the Incremental Term Loan Maturity Date for such Tranche of Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (eg) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hf). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the Loans Advances made by each Lender under Section 2.1 hereof shall be ----- evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shallRevolving Promissory Note, if requested by which such Lender, also Revolving Promissory Note shall be evidenced by a Revolving Note. (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Datedated October 13, 1998, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebyBank, (iii) be subject to voluntary prepayment as provided bear interest in accordance with Section 5.01, and mandatory repayment as provided in Section 5.022.5 hereof, and (iv) be entitled in the form of Exhibit A-1 attached hereto with the blanks appropriately completed in conformity herewith. The Revolving Promissory Note shall also support the amount of each Letter of Credit issued pursuant herein. Upon the funding of any Letter of Credit by the Bank, Borrowers shall provide Bank with a Notice of Borrowing in such an amount as is necessary to pay off the funded Letter of Credit. Such Notice of Borrowing shall be given to Bank at most one (1) Business Day after Borrower is notified of the funding upon the Letter of Credit. If the required Notice of Borrowing shall not have been timely received by Bank, Borrowers shall be deemed to have selected the rate set forth in Section 2.5(a) to be applicable to such portion of the Loan necessary to pay off the Letter of Credit and to have given Bank notice of such selection. Notwithstanding the principal amount of the Revolving Promissory Note as stated on the face thereof, the amount of principal actually owing on such Revolving Promissory Note at any given time shall be the aggregate of all Advances theretofore made to Borrower thereunder, less all payments of principal theretofore actually received thereunder by Bank. Bank is authorized, but is not required, to endorse on the schedule attached to the benefits Revolving Promissory Note appropriate notations evidencing the date and amount of this Agreement and each Advance as well as the other Credit Documents. (c) The Swingline amount of each payment made by Borrower thereunder. Advances made under Section 2.1 hereof may also be evidenced by the Short Term Revolving Note, which such Short Term Revolving Note issued to the Swingline Lender shall (i) be dated ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) be payable to the Swingline Lender or its registered assigns and be dated the Closing Dateorder of Bank, (iii) bear interest in accordance with Section 2.5 hereof, and (iv) be in a stated principal amount (expressed the form of Exhibit A-2 attached hereto with the blanks appropriately completed in U.S. Dollars) equal to conformity herewith. Notwithstanding the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature Short Term Revolving Note as stated on the Swingline Expiry Dateface thereof, (v) bear interest as provided in the appropriate clause amount of Section 2.08principal actually owing on such Short Term Revolving Note at any given time shall be the aggregate of all Advances theretofore made to Borrower thereunder, (vi) be subject less all payments of principal theretofore actually received thereunder by Bank. Bank is authorized, but is not required, to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled endorse on the schedule attached to the benefits Short Term Revolving Note appropriate notations evidencing the date and amount of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records each Advance as well as the amount of each Loan payment made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse Borrower thereunder. No Advance shall be made on the reverse side thereof Short Term Revolving Note until such time as there is no availability remaining under the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such LoansRevolving Promissory Note. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the Register maintained by form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a "Revolving Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Revolving Notes") and shall(ii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or, if issued after the termination of such Revolving Loan Commitment, be in a stated principal amount equal to the outstanding Revolving Loans of such Bank at such time) and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.014.01, and mandatory repayment as provided in Section 5.024.02, and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender BTCo shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns order of BTCo and be dated the Closing Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01, and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s Subject to the provisions of Section 1.05(f), the Company's obligation to pay the principal of, and interest on, all the Loans made by each Lender Bank shall be evidenced (i) if Dollar Facility Revolving Loans, by a promissory note duly executed and delivered by the Company substantially in the Register maintained form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a "Dollar Facility Revolving Note" and, collectively, the "Dollar Facility Revolving Notes"), (ii) if Dual Currency Facility Revolving Loans, by a promissory note duly executed and delivered by the Administrative Agent pursuant to Section 13.15 Company substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a "Dual Currency Facility Revolving Note" and, collectively, the "Dual Currency Facility Revolving Notes") and shall(iii) if Swingline Loans, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Company substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Dollar Facility Revolving Note issued to each Lender that has a Commitment or outstanding Loans Dollar Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dollar Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the Dollar Facility Revolving Loan Commitment of such Dollar Facility Bank and be payable in the principal amount of the Dollar Facility Revolving Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 1.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 4.01 and mandatory repayment as provided in Section 5.02, 4.02 and (vii) be entitled to the benefits of this Agreement. (c) The Dual Currency Facility Revolving Note issued to each Dual Currency Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dual Currency Facility Bank, an affiliate designated by such Dual Currency Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Dual Currency Facility Revolving Loan Commitment of such Dual Currency Facility Bank on the date of issuance thereof (or, if issued after the termination of such Dual Currency Facility Revolving Loan Commitment, in an amount equal to the Individual Dual Currency Facility Exposure of the respective Dual Currency Facility Bank), provided that if, because of fluctuations in exchange rates after the Restatement Effective Date, the Dual Currency Facility Revolving Note of any Dual Currency Facility Bank would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans made by such Dual Currency Facility Bank at any time outstanding, the respective Dual Currency Facility Bank may request (and in such case the Company shall promptly execute and deliver) a new Dual Currency Facility Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans of such Dual Currency Facility Bank outstanding on the date of the issuance of such new Dual Currency Facility Revolving Note, (iv) with respect to each Dual Currency Facility Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Dual Currency Facility Revolving Loan was made, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Dual Currency Facility Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (cd) The Swingline Note issued to the Swingline Lender Bank shall (i) be executed by the Company, (ii) be payable to the order of the Swingline Lender Bank or its registered assigns and be dated the Closing Restatement Effective Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the appropriate clause of Section 2.08Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (de) Each Lender Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation endorsement shall not affect any Borrower’s the Company's obligations in respect of such Loans. (ef) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders the Banks which at any time specifically request the delivery of such Notes. No failure of any Lender Bank to request or obtain a Note evidencing its Loans to any Borrower the Company shall affect or in any manner impair the obligations of the applicable Borrower Company to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (he). At any time when any Lender Bank requests the delivery of a Note to evidence any of its Loans, the applicable Borrower Company shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Bank the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment, Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Revolving Loan Commitment, Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Final Revolving Loan Maturity Date or the Term Loan Maturity Date, as applicable, (iivi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.07, (iiivii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 5.01 and 5.02 and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 14.17 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each a “Note” and, collectively, the “Notes”). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the Effective Date before giving effect to any reductions thereto on such date (or, in the case of Notes issued after the Effective Date, be in a stated principal amount equal to the Tranche A Term Loan Commitment or Tranche B Term Loan Commitment, as applicable, of such Lender on the date of the issuance thereof) and be payable in the principal amount of the Loans evidenced thereby, (iv) with respect to each Loan evidenced thereby, be payable in Dollars, (v) mature on the Final Term Loan Maturity Date, (iivi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby2.07, (iiivii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, Sections 5.01 and 5.02 and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders which that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Each The Loan made to each Borrower’s , and such Borrower's obligation to pay the principal ofrepay such Loan, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving Note. (b) The Revolving single Note issued by such Borrower to each Lender the Agent (for the benefit of all of the Lenders sharing in the Loan to such Borrower), which shall provide, among other things, that has a Commitment or outstanding Loans shall (i) mature such Note shall mature, and the outstanding principal amount thereof and the unpaid accrued interest thereon shall be due and payable, on the Final Maturity Date, (ii) bear such Borrower shall pay interest on the unpaid principal amount of the Loan made to such Borrower from the Closing Date until such principal amount is paid in full, payable to the Agent, for the benefit of the Lenders, in arrears on each Interest Payment Date at the rate as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebyNote, (iii) such Note shall be subject prepayable at the option of the Borrower as and to voluntary prepayment as the extent provided in Section 5.01, and mandatory repayment as provided in Section 5.02, the Note and (iv) any such prepayments shall be entitled subject to the benefits payment of this Agreement an Early Payment Fee and related fees as set forth in the other Credit Documents. Note. All interest payments and prepayments in respect of any Loan shall be applied by the Agent among the Lenders on a Pro-rata basis (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in based on each Lender's Pro-rata share of the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documentsthereof). (db) Each Lender will note on its internal records Upon the amount of each Loan made by it occurrence and each payment in respect thereof and prior to any transfer during the continuance of any Program Event of its Notes will endorse on Default, the reverse side thereof Agent may (and at the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its LoansLender, the applicable Borrower shall promptly Agent shall) request that the Borrowers execute and deliver to amended and restated Notes for each Lender in replacement of the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansexisting master Notes.

Notes. (a) Each applicable Borrower’s 's obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) if a Term Loan, by a promissory note of the Company substantially in the Register maintained by form of Exhibit A-1 (each a "Term Note" and, collectively, the Administrative Agent pursuant to Section 13.15 "Term Notes") and shall(ii) if a Revolving Loan, if requested by such Lender, also be evidenced by a promissory note of the applicable Borrower substantially in the form of Exhibit A-2 with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The Revolving Term Note issued to each a Lender that has with a Term Loan Commitment or outstanding Loans shall shall: (i) be executed by the Company; (ii) be payable to the order of such Lender and be dated on or prior to the Initial Borrowing Date; (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount of Term Loans evidenced thereby; (iv) mature on the Final Maturity Date, ; (iiv) bear interest as provided in the appropriate clause of Section 2.08 section 2.7 in respect of the Base Prime Rate Loans and Euro Rate or Eurocurrency Loans, as the case may be, evidenced thereby, ; (iiivi) provide for installment payments of principal thereof in accordance with section 5.2(b); (vii) be subject to voluntary mandatory prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, section 5.2; and (ivviii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Revolving Note issued by any Borrower to the Swingline a Lender shall with a Revolving Commitment shall: (i) be executed by such Borrower; (ii) be payable to the Swingline order of such Lender or its registered assigns and be dated on or prior to the Closing Initial Borrowing Date, ; (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Revolving Loans evidenced thereby from time to time, thereby; (iv) mature on the Swingline Expiry Maturity Date, ; (v) bear interest as provided in section 2.7 in respect of the appropriate clause of Section 2.08Prime Rate Loans or Eurocurrency Loans, as the case may be, evidenced thereby; (vi) be subject to voluntary mandatory prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 section 5.2; and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its the Notes will issued to it by any Borrower, endorse on the reverse side thereof or the grid attached thereto the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect any Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each The Borrower’s 's obligation to pay the principal of, and interest on, all the Loans made by each Lender to it shall be evidenced (i) for the Term Loan, by a promissory note in the Register maintained by form of Exhibit B-1 (the Administrative Agent pursuant to Section 13.15 "Term Note") and shall(ii) if Revolving Loans, if requested by such Lender, also be evidenced by a promissory note in the form of Exhibit B-2 (the "Revolving Note"). (b) The Revolving Term Note issued to each Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to the order of Lender and be dated the Initial Borrowing Date, (iii) be in the stated principal amount of $40,000,000; (iv) mature on the Final Maturity Date, (iiv) bear interest as provided in at the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebyApplicable Loan Rate, (iiivi) be subject to voluntary prepayment as provided in Section 5.01, 2.1 and mandatory repayment prepayment as provided in Section 5.02, 2.2 and (ivvii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Revolving Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline order of Lender or its registered assigns and be dated the Closing Initial Borrowing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time$1,000,000, (iv) mature on the Swingline Expiry Final Maturity Date, (v) bear interest as provided in at the appropriate clause of Section 2.08Applicable Loan Rate, (vi) be subject to voluntary prepayment as provided in Section 5.01 2.1 and mandatory repayment as provided in Section 5.02 2.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s 's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loans.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a Revolving NoteCredit Note appropriately completed in substantially the form of EXHIBIT A-1. (b) The Revolving Credit Note issued to each Lender that has with a Revolving Credit Commitment or outstanding Loans shall (i) mature on be executed by the Final Maturity DateBorrower, (ii) bear interest as provided in be payable to the appropriate clause order of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced therebysuch Lender, (iii) be subject dated as of the Closing Date (or, in the case of Revolving Credit Notes issued pursuant to voluntary prepayment an Assignment and Acceptance, as provided in Section 5.01of the date thereof), and mandatory repayment as provided in Section 5.02, and (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of SECTION 2.6, as the same may be applicable to the Revolving Credit Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Credit DocumentsLoan Documents and subject to the provisions hereof and thereof. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note record on its internal records the amount of each Loan made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Notes, either endorse on the reverse side thereof the outstanding principal amount of the Loans evidenced thereby. Failure thereby as of the date of transfer or provide such information on Annex I to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender to make any such notation recordation or provide any such information, or any error in such notation recordation or information, shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything The Swingline Loans shall be evidenced by a promissory note (the "Swingline Note") substantially in the form of EXHIBIT A-2, attached hereto, which shall: (1) be executed by the Borrower; (ii) be payable to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations order of the applicable Borrower Swingline Lender and be dated as of the Closing Date; (iii) be in a stated principal amount equal to pay the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with from time to time; (iv) be payable one (1) Business Day after demand; (v) bear interest at the requirements Adjusted Base Rate; and (vi) be entitled to the benefits of this Agreement, Agreement and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such LoansGuaranty Agreements.

Notes. (a) Each Subject to the provisions of Section 1.05(d), the Borrower’s 's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 13.16 and shall, if requested by such Lender, also be evidenced by a Revolving promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Note" and, collectively, the "Notes"). (b) The Revolving Each Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline such Lender or its registered assigns and be dated the Closing DateEffective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount Commitment of such Lender as in effect on the Effective Date immediately prior to the making of any Loans by such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to timethereby, (iv) mature on the Swingline Expiry Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.081.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 4.01 and mandatory repayment as provided in Section 5.02 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (dc) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect any the Borrower’s 's obligations in respect of such Loans. (ed) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain obtain, produce or maintain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect (i) the security or guaranties therefor provided pursuant to the various Guaranty or any Credit DocumentsDocument or (ii) the security interests therefor granted pursuant to any Security Document or any other Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery c) of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Loansthis Section 1.

Notes. (a) Each Borrower’s obligation to pay the principal of, and interest on, the The Revolving Credit Loans made by each ----- Lender hereunder shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced by a single Revolving Credit promissory note substantially in the form of Exhibit A-1 hereto (each a "Revolving Credit Note" --------------------- and collectively the "Revolving --------- Credit Notes") in the face amount of each such Lender's Commitment, payable to ------------ the order of each such Lender, duly executed by the Borrower and dated the Closing Date. (b) The Revolving Note issued to Term Loans made by each Lender that has hereunder shall be evidenced by a Commitment or outstanding promissory note substantially in the form of Exhibit A-2 (each a "Term ---- Note") in the face amount of such Lender's Term Loan Commitment, payable to the order of such Lender, duly executed on behalf of the Borrower and dated the date hereof. The principal amount of the Term Loans as evidenced by the Term Notes shall (i) mature be payable in quarterly installments of $1,578,950 payable on the Final Maturity Datelast Business Day of each March, (ii) bear interest as provided in June, September and December commencing on the appropriate clause last Business Day of Section 2.08 in respect September 1998 with the balance of the Base Rate Term Loans and Euro Rate Loanspayable in full on July 9, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents2002. (c) The Swingline Note issued to Each of the Swingline Lender Notes shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in bear interest on the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest balance thereof as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided set forth in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement 2.5 hereof. Each Lender and the other Credit Documents. (d) Each Lender will note Administrative Agent on its internal records behalf is hereby authorized by the Borrower, but not obligated, to enter the amount of each Loan made by it and the amount of each payment or prepayment of principal or interest thereon in respect thereof and prior to any transfer of any of its Notes will endorse the appropriate spaces on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything on an attachment to the contrary contained above in this Section 2.05 or elsewhere in this AgreementNotes; provided, Notes shall only be delivered to Lenders which at any time specifically request however, that the delivery of such Notes. No failure -------- ------- of any Lender or the Administrative Agent to request set forth such Loans, principal payments or obtain a Note evidencing its Loans to any Borrower other information shall affect or not in any manner impair affect the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence repay such Loans.

Notes. (a) Each The Borrower’s obligation 's obligations to pay the principal of, amount of and interest on, on the Loans made by each Lender Fundings shall be evidenced in by the Register maintained by Lender Note payable to the order of the Lender, and the Parallel Note payable, to the order of the Bank Agent, for the pro rata benefit of the Parallel Lenders. The Borrower hereby irrevocably authorizes the Administrative Agent pursuant (and the Administrative Agent hereby agrees to Section 13.15 accept such designation and shall, if requested by to make the notations to the grid attached to the Lender Note as described below) or the Bank Agent (and the Bank Agent hereby agrees to accept such Lender, also be evidenced by a Revolving Note. (b) The Revolving designation and to make the notations to the grid attached to the Parallel Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loansdescribed below), as the case may be, evidenced therebyto make (or cause to be made) appropriate notations on the grid attached to the Lender Note or the Parallel Note, as applicable (iii) be subject or on a continuation of such grid attached to voluntary prepayment as provided in Section 5.01each Note, and mandatory repayment made a part thereof), or (at the Administrative Agent's or Bank Agent's, as provided the case may be, option) in Section 5.02the records of the Administrative Agent or the Bank Agent, and (iv) be entitled to as the benefits of this Agreement case may be, which notations shall evidence, inter alia, the date and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated original principal amount of each Funding, the amount of each payment made on account of such principal amount and the principal amount of each Note remaining outstanding. The notations on such grids (expressed and on each such continuation) or in U.S. Dollars) equal to such records, as the relevant Maximum Swingline Amount and be payable in case may be, indicating the outstanding principal amount of the Swingline Loans evidenced thereby from time to timeFundings shall, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause absence of Section 2.08manifest error, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits conclusive evidence of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure thereof (and the Surety Provider may rely on the same), but the failure to make record any such notation amount on such grid (or any error on such continuation) or in such notation records shall not limit or otherwise affect any Borrower’s obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower hereunder or under the Notes to pay make payment of the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby principal amount of or interest on the Fundings in accordance herewith or to take any other action with respect thereto in accordance with the requirements of this Agreement, Agreement and such failure to record such amounts shall not in any way affect increase the security or guaranties therefor provided pursuant to liability of the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans Surety Provider, it being understood that the Surety Provider shall in no event be required to make the notations otherwise described in preceding clause (h). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lendernot, at such Borrower’s expenseany time, be liable for principal payments under the requested Note Surety Bond in an amount greater than the appropriate amount or amounts to evidence such Loanscurrent Outstanding Principal.

Notes. (a) Each The Borrower’s obligation to pay the principal of, and interest on, all the Loans made to it by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall13.07(c) and, if requested by such Lendersubject to the provisions of Section 2.05(g), also shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), (ii) if Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iii) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) [Reserved.] (c) The Revolving Note issued to each RL Lender that has a Commitment or outstanding Loans shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Final Revolving Loan Maturity Date, (iiv) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Eurodollar Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of the issuance thereof, (iii) be in a stated principal amount equal to the respective Incremental Term Loans made by such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement for such Tranche of Incremental Term Loans (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender at such time for such Tranche of Incremental Term Loans), (iv) mature on the Incremental Term Loan Maturity Date for such Tranche of Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline NEWYORK 9228865 (2K) -51- Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any the Borrower’s obligations in respect of such Loans. (eg) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any the Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (hf). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the applicable Borrower shall promptly execute and deliver to the relevant Lender, at such Borrower’s expense, respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.